EXHIBIT 10.14


EXECUTION VERSION


CREDIT AGREEMENT


by
and among


ADVENT
SOFTWARE, INC.


and


EACH
OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO,

as Borrowers,


THE
LENDERS THAT ARE SIGNATORIES HERETO,

as the Lenders,


and


WELLS
FARGO FOOTHILL, INC.,

as the Arranger and Administrative Agent


Dated as of February 14, 2007



   
 















CREDIT
AGREEMENT


THIS CREDIT AGREEMENT (this “Agreement”),
is entered into as of February 14, 2007, by and among the lenders identified on
the signature pages hereof (such lenders, together with their respective
successors and permitted assigns, are referred to hereinafter each individually
as a “Lender” and collectively as the “Lenders”), and WELLS FARGO FOOTHILL, INC., a California
corporation, as the arranger and administrative agent for the Lenders (in such
capacity, together with its successors and assigns in such capacity, “Agent”),
ADVENT SOFTWARE, INC., a Delaware
corporation (“Parent”), each of Parent’s Subsidiaries identified on the
signature pages hereof (such Subsidiaries, together with Parent, are referred
to hereinafter each individually as a “Borrower”, and individually and
collectively, jointly and severally, as the “Borrowers”).


The
parties agree as follows:


1.             DEFINITIONS AND CONSTRUCTION.


1.1          Definitions.  Capitalized terms used in this Agreement
shall have the meanings specified therefor on Schedule 1.1.


1.2          Accounting Terms.  All accounting terms not specifically defined
herein shall be construed in accordance with GAAP.  When used herein, the term “financial
statements” shall include the notes and schedules thereto.  Any reference to any Person in respect of a
financial covenant or a related definition shall be understood to mean such
Person and its Subsidiaries on a consolidated basis, unless the context clearly
requires otherwise.


1.3          Code. 
Any terms used in this Agreement that are defined in the Code shall be
construed and defined as set forth in the Code unless otherwise defined herein;
provided, however, that to the extent that the Code is used to
define any term herein and such term is defined differently in different
Articles of the Code, the definition of such term contained in Article 9
of the Code shall govern.


1.4          Construction.  Unless the context of this Agreement or any
other Loan Document clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes”
and “including” are not limiting, and the term “or” has, except where otherwise
indicated, the inclusive meaning represented by the phrase “and/or.”  The words “hereof,” “herein,” “hereby,” “hereunder,”
and similar terms in this Agreement or any other Loan Document refer to this
Agreement or such other Loan Document, as the case may be, as a whole and not
to any particular provision of this Agreement or such other Loan Document, as
the case may be.  Section, subsection,
clause, schedule, and exhibit references herein are to this Agreement unless
otherwise specified.  Any reference in
this Agreement or in any other Loan Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other Loan
Document to the satisfaction or repayment in full of the Obligations shall mean
the repayment in full in cash (or, in the case of Letters of Credit or Bank
Products, the cash collateralization or (at the election of Agent) support by a
standby letter of credit in accordance with the terms hereof) of all
Obligations other than unasserted contingent indemnification Obligations and
other than any Bank Product Obligations that, at such time, are allowed by the
applicable Bank Product Provider to remain outstanding and that are not
required by the provisions of this Agreement to be repaid or cash
collateralized.  Any reference herein to
any Person shall be construed to include such Person’s successors and permitted
assigns.  Any requirement of a writing
contained herein or in any other Loan Document shall be satisfied by the
transmission of a Record and any Record so transmitted shall constitute a representation
and warranty as to the accuracy and completeness of the information contained
therein.  References to statutes or
regulations are



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to
be construed as including all statutory and regulatory provisions promulgated
under, consolidating, amending, supplementing, interpreting, or replacing the
statute or regulation referred to.


1.5          Schedules and Exhibits.  All of the schedules and exhibits attached to
this Agreement or the Disclosure Letter shall be deemed incorporated herein by
reference.  For purposes of any Section
of this Agreement which references any Schedule to the Disclosure Letter, such
Schedule is deemed incorporated in such Section by such reference.


2.             LOAN AND TERMS OF PAYMENT.


2.1          Revolver Advances.


(a)           Subject to the terms
and conditions of this Agreement, and during the term of this Agreement, each
Lender with a Commitment agrees (severally, not jointly or jointly and
severally) to make advances (“Advances”) to Borrowers in an amount at
any one time outstanding not to exceed such Lender’s Pro Rata Share of an
amount equal to the lesser of (i) the
Maximum Revolver Amount less the
Letter of Credit Usage at such time, and (ii) the Loan Limit at such time less the Letter of Credit Usage at such
time.


(b)           Anything to the
contrary in this Section 2.1 notwithstanding, Agent shall have the
right to establish reserves against the Availability in such amounts, and with
respect to such matters, as Agent in its Permitted Discretion shall deem
necessary or appropriate, including reserves with respect to (i) sums that
any Credit Party is required to pay under any Section of this Agreement or any
other Loan Document (such as taxes, assessments, insurance premiums, or, in the
case of leased assets, rents or other amounts payable under such leases) and
has failed to pay, and (ii) amounts owing by any Credit Party or its
Subsidiaries to any Person to the extent secured by a Lien on, or trust over,
any of the Collateral (other than a Permitted Lien), which Lien or trust, in
the Permitted Discretion of Agent likely would have a priority superior to the
Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen,
carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts
for ad valorem, excise, sales, or
other taxes where given priority under applicable law) in and to such item of
the Collateral.  Agent shall use
reasonable efforts to notify Administrative Borrower at or before the time any
such reserves are to be established, provided, however, the lack of any such
notice shall not affect the validity or effectiveness of any reserve
established by Agent.


(c)           Amounts borrowed
pursuant to this Section 2.1 may be repaid and, subject to the
terms and conditions of this Agreement, reborrowed at any time during the term
of this Agreement.  The outstanding
principal amount of the Advances, together with interest accrued thereon, shall
be due and payable on the Maturity Date, or if earlier, on the date on which
they are declared due and payable pursuant to the terms of this Agreement.


(d)           Borrowers may, no
more than once during the term of this Agreement, request an increase to the
Commitment and Maximum Revolver Amount each by an amount up to $25,000,000 so
long as: (i) immediately prior to and after giving effect to such increase no
Default or Event of Default has occurred and is continuing; (ii) such request
is made on or before the date that is 18 months after the Closing Date; (iii)
Borrowers have paid all fees in connection with such increase required under
the Loan Documents, (iv) such elected increase amount is no less than
$5,000,000 and a multiple of $5,000,000 and (v) a Successful Syndication shall
have occurred with respect to the aggregate amount of such increase to the
Commitment.  Any election made pursuant
to this Section 2.1(d) must be submitted in writing to Agent by
Administrative Borrower and contain a representation as to the absence of all
Defaults and Events of Default.  The
increase to the Commitment and Maximum Revolver Amount described in this Section
2.1(d) (the “Line Increase”) shall become effective upon written
notice to Administrative Borrower by Agent confirming the satisfaction of the
conditions set forth in this Section 2.1(d).


2.2          [Reserved]



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2.3          Borrowing Procedures and Settlements.


(a)           Procedure for Borrowing.  Each Borrowing shall be made by an
irrevocable written request by an Authorized Person delivered to Agent.  Unless Swing Lender is not obligated to make
a Swing Loan pursuant to Section 2.3(b) below, such notice must be
received by Agent no later than 10:00 a.m. (California time) on the
Business Day that is the requested Funding Date specifying (i) the amount
of such Borrowing, and (ii) the requested Funding Date, which shall be a
Business Day; provided, however, that if Swing Lender is not
obligated to make a Swing Loan as to a requested Borrowing, such notice must be
received by Agent no later than 10:00 a.m. (California time) on the
Business Day prior to the date that is the requested Funding Date.  At Agent’s election, in lieu of delivering
the above-described written request, any Authorized Person may give Agent
telephonic notice of such request by the required time.  In such circumstances, Borrowers agree that
any such telephonic notice will be confirmed in writing within 24 hours of the
giving of such telephonic notice, but the failure to provide such written
confirmation shall not affect the validity of the request.


(b)           Making of Swing Loans.  In the case of a request for an Advance and
so long as either (i) the aggregate amount of Swing Loans made since the
last Settlement Date plus the amount of the requested Advance does not exceed
$7,500,000,  or (ii) Swing
Lender, in its sole discretion, shall agree to make a Swing Loan
notwithstanding the foregoing limitation, Swing Lender shall make an Advance in
the amount of such Borrowing (any such Advance made solely by Swing Lender
pursuant to this Section 2.3(b) being referred to as a “Swing
Loan” and such Advances being referred to collectively as “Swing Loans”)
available to Administrative Borrower on the Funding Date applicable thereto by
transferring immediately available funds to the Designated Account.  Each Swing Loan shall be deemed to be an
Advance hereunder and shall be subject to all the terms and conditions applicable
to other Advances, except that all payments on any Swing Loan shall be payable
to Swing Lender solely for its own account. 
Subject to the provisions of Section 2.3(d)(ii), Swing
Lender shall not make and shall not be obligated to make any Swing Loan if
Swing Lender has actual knowledge that (i) one or more of the applicable
conditions precedent set forth in Section 3 will not be satisfied
on the requested Funding Date for the applicable Borrowing, or (ii) the
requested Borrowing would exceed the Availability on such Funding Date.  Swing Lender shall not otherwise be required
to determine whether the applicable conditions precedent set forth in Section 3
have been satisfied on the Funding Date applicable thereto prior to making any
Swing Loan.  The Swing Loans shall be
secured by the Agent’s Liens, constitute Obligations hereunder, and bear
interest at the rate applicable from time to time to Advances that are Base
Rate Loans.


(c)           Making of Loans.


(i)            In the event that Swing Lender is
not obligated to make a Swing Loan, then promptly after receipt of a request
for a Borrowing pursuant to Section 2.3(a), Agent shall notify the
Lenders, not later than 1:00 p.m. (California time) on the Business Day
immediately preceding the Funding Date applicable thereto, by telecopy,
telephone, or other similar form of transmission, of the requested
Borrowing.  Each Lender shall make the
amount of such Lender’s Pro Rata Share of the requested Borrowing available to
Agent in immediately available funds, to Agent’s Account, not later than
10:00 a.m. (California time) on the Funding Date applicable thereto.  After Agent’s receipt of the proceeds of such
Advances, Agent shall make the proceeds thereof available to Administrative
Borrower on the applicable Funding Date by transferring immediately available
funds equal to such proceeds received by Agent to Administrative Borrower’s
Designated Account; provided, however, that, subject to the
provisions of Section 2.3(d)(ii), Agent shall not request any
Lender to make, and no Lender shall have the obligation to make, any Advance if
Agent shall have actual knowledge that (1) one or more of the applicable
conditions precedent set forth in Section 3 will not be satisfied
on the requested Funding Date for the applicable Borrowing unless such
condition has been waived, or (2) the requested Borrowing would exceed the
Availability on such Funding Date.


(ii)           Unless Agent receives notice from a
Lender prior to 9:00 a.m. (California time) on the date of a Borrowing,
that such Lender will not make available as and when required hereunder to



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Agent for the account of
Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent
may assume that each Lender has made or will make such amount available to
Agent in immediately available funds on the Funding Date and Agent may (but
shall not be so required), in reliance upon such assumption, make available to
Administrative Borrower on such date a corresponding amount.  If and to the extent any Lender shall not
have made its full amount available to Agent in immediately available funds and
Agent in such circumstances has made available to Administrative Borrower such
amount, that Lender shall on the Business Day following such Funding Date make
such amount available to Agent, together with interest at the Defaulting Lender
Rate for each day during such period.  A
notice submitted by Agent to any Lender with respect to amounts owing under
this subsection shall be conclusive, absent manifest error.  If such amount is so made available, such
payment to Agent shall constitute such Lender’s Advance on the date of
Borrowing for all purposes of this Agreement. 
If such amount is not made available to Agent on the Business Day
following the Funding Date, Agent will notify Administrative Borrower of such failure
to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for
Agent’s account, together with interest thereon for each day elapsed since the
date of such Borrowing, at a rate per annum equal to the interest rate
applicable at the time to the Advances composing such Borrowing.  The failure of any Lender to make any Advance
on any Funding Date shall not relieve any other Lender of any obligation
hereunder to make an Advance on such Funding Date, but no Lender shall be responsible
for the failure of any other Lender to make the Advance to be made by such
other Lender on any Funding Date.


(iii)          Agent shall not be obligated to
transfer to a Defaulting Lender any payments made by Borrowers to Agent for the
Defaulting Lender’s benefit, and, in the absence of such transfer to the
Defaulting Lender, Agent shall transfer any such payments to each other
non-Defaulting Lender member of the Lender Group ratably in accordance with
their Commitments (but only to the extent that such Defaulting Lender’s Advance
was funded by the other members of the Lender Group) or, if so directed by
Administrative Borrower and if no Default or Event of Default had occurred and
is continuing (and to the extent such Defaulting Lender’s Advance was not
funded by the Lender Group), retain same to be re-advanced to Borrowers as if
such Defaulting Lender had made Advances to Borrowers.  Subject to the foregoing, Agent may hold and,
in its Permitted Discretion, re-lend to Borrowers for the account of such
Defaulting Lender the amount of all such payments received and retained by
Agent for the account of such Defaulting Lender.  Solely for the purposes of voting or
consenting to matters with respect to the Loan Documents, such Defaulting
Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall
be deemed to be zero.  This Section shall
remain effective with respect to such Lender until (x) the Obligations
under this Agreement shall have been declared or shall have become immediately
due and payable, (y) the non-Defaulting Lenders, Agent, and Administrative
Borrower shall have waived such Defaulting Lender’s default in writing, or
(z) the Defaulting Lender makes its Pro Rata Share of the applicable
Advance and pays to Agent all amounts owing by Defaulting Lender in respect
thereof.  The operation of this Section
shall not be construed to increase or otherwise affect the Commitment of any
Lender, to relieve or excuse the performance by such Defaulting Lender or any
other Lender of its duties and obligations hereunder, or to relieve or excuse
the performance by Borrowers of their duties and obligations hereunder to Agent
or to the Lenders other than such Defaulting Lender.  Any such failure to fund by any Defaulting
Lender shall constitute a material breach by such Defaulting Lender of this
Agreement and shall entitle Administrative Borrower at its option, upon written
notice to Agent, to arrange for a substitute Lender to assume the Commitment of
such Defaulting Lender, such substitute Lender to be acceptable to Agent.  In connection with the arrangement of such a
substitute Lender, the Defaulting Lender shall have no right to refuse to be
replaced hereunder, and agrees to execute and deliver a completed form of
Assignment and Acceptance in favor of the substitute Lender (and agrees that it
shall be deemed to have executed and delivered such document if it fails to do
so) subject only to being repaid its share of the outstanding Obligations
(other than Bank Product Obligations, but including an assumption of its Pro
Rata Share of the Risk Participation Liability) without any premium or penalty
of any kind whatsoever; provided however, that any such assumption of the
Commitment of such Defaulting Lender shall not be deemed to constitute a waiver
of any of the Lender Groups’ or Borrowers’ rights or remedies against any such
Defaulting Lender arising out of or in relation to such failure to fund.


(d)           Protective Advances and Optional Overadvances.



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(i)            Agent hereby is authorized by
Borrowers and the Lenders, from time to time in Agent’s sole discretion,
(A) after the occurrence and during the continuance of a Default or an
Event of Default, or (B) at any time that any of the other applicable
conditions precedent set forth in Section 3 are not satisfied, to
make Advances to Borrowers on behalf of the Lenders that Agent, in its
Permitted Discretion deems necessary or desirable (1) to preserve or
protect the Collateral, or any portion thereof, (2) to enhance the
likelihood of repayment of the Obligations (other than the Bank Product
Obligations), or (3) to pay any other amount chargeable to Borrowers
pursuant to the terms of this Agreement, including Lender Group Expenses and
the costs, fees, and expenses described in Section 9 (any of the
Advances described in this Section 2.3(d)(i) shall be referred to
as “Protective Advances”).


(ii)           Any contrary provision of this
Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and either Agent or Swing Lender, as applicable, may, but is not
obligated to, knowingly and intentionally, continue to make Advances (including
Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby
would be created, so long as (A) after giving effect to such Advances, the
outstanding Revolver Usage does not exceed the Loan Limit by more than
$5,000,000, and (B) after giving effect to such Advances, the outstanding
Revolver Usage (except for and excluding amounts charged to the Loan Account
for interest, fees, or Lender Group Expenses) does not exceed the Maximum
Revolver Amount.  In the event Agent
obtains actual knowledge that the Revolver Usage exceeds the amounts permitted
by the immediately foregoing provisions, regardless of the amount of, or reason
for, such excess, Agent shall notify the Lenders as soon as practicable (and
prior to making any (or any additional) intentional Overadvances (except for
and excluding amounts charged to the Loan Account for interest, fees, or Lender
Group Expenses) unless Agent determines that prior notice would result in
imminent harm to the Collateral or its value), and the Lenders with Commitments
thereupon shall, together with Agent, jointly determine the terms of
arrangements that shall be implemented with Borrowers intended to reduce,
within a reasonable time, the outstanding principal amount of the Advances to
Borrowers to an amount permitted by the preceding paragraph.  In such circumstances, if any Lender with a
Commitment objects to the proposed terms of reduction or repayment of any
Overadvance, the terms of reduction or repayment thereof shall be implemented
according to the determination of the Required Lenders.  Each Lender with a Commitment shall be
obligated to settle with Agent as provided in Section 2.3(e) for
the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by
Agent reported to such Lender, any intentional Overadvances made as permitted
under this Section 2.3(d)(ii), and any Overadvances resulting from
the charging to the Loan Account of interest, fees, or Lender Group Expenses.


(iii)          Each Protective Advance and each
Overadvance shall be deemed to be an Advance hereunder, except that no
Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and
all payments on the Protective Advances shall be payable to Agent solely for
its own account.  The Protective Advances
and Overadvances shall be repayable on demand, secured by the Agent’s Liens,
constitute Obligations hereunder, and bear interest at the rate applicable from
time to time to Advances that are Base Rate Loans.  The provisions of this Section 2.3(d)
are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are
not intended to benefit any Borrower in any way.


(e)           Settlement. 
It is agreed that each Lender’s funded portion of the Advances is
intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of
the outstanding Advances.  Such agreement
notwithstanding, Agent, Swing Lender, and the other Lenders agree (which
agreement shall not be for the benefit of any Borrower) that in order to
facilitate the administration of this Agreement and the other Loan Documents,
settlement among the Lenders as to the Advances, the Swing Loans, and the
Protective Advances shall take place on a periodic basis in accordance with the
following provisions:


(i)            Agent shall request settlement (“Settlement”)
with the Lenders on a weekly basis, or on a more frequent basis if so
determined by Agent, (1) on behalf of Swing Lender, with respect to the
outstanding Swing Loans, (2) for itself, with respect to the outstanding
Protective Advances, and (3) with respect to Borrowers’ or their
Subsidiaries’ Collections received, as to each by notifying the Lenders by
telecopy, telephone, or other similar form of transmission, of such requested
Settlement, no later than



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2:00 p.m. (California
time) on the Business Day immediately prior to the date of such requested
Settlement (the date of such requested Settlement being the “Settlement Date”).  Such notice of a Settlement Date shall
include a summary statement of the amount of outstanding Advances, Swing  Loans, and Protective Advances for the period
since the prior Settlement Date.  Subject
to the terms and conditions contained herein (including Section 2.3(c)(iii)):  (y) if a Lender’s balance of the
Advances (including Swing Loans and Protective Advances) exceeds such Lender’s
Pro Rata Share of the Advances (including Swing Loans and Protective Advances)
as of a Settlement Date, then Agent shall, by no later than 12:00 p.m.
(California time) on the Settlement Date, transfer in immediately available
funds to a Deposit Account of such Lender (as such Lender may designate), an
amount such that each such Lender shall, upon receipt of such amount, have as
of the Settlement Date, its Pro Rata Share of the Advances (including Swing
Loans and Protective Advances), and (z) if a Lender’s balance of the
Advances (including Swing Loans and Protective Advances) is less than such
Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective
Advances) as of a Settlement Date, such Lender shall no later than
12:00 p.m. (California time) on the Settlement Date transfer in
immediately available funds to the Agent’s Account, an amount such that each
such Lender shall, upon transfer of such amount, have as of the Settlement
Date, its Pro Rata Share of the Advances (including Swing Loans and Protective
Advances).  Such amounts made available
to Agent under clause (z) of the immediately preceding sentence shall be
applied against the amounts of the applicable Swing Loans or Protective
Advances and, together with the portion of such Swing Loans or Protective
Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute
Advances of such Lenders.  If any such
amount is not made available to Agent by any Lender on the Settlement Date applicable
thereto to the extent required by the terms hereof, Agent shall be entitled to
recover for its account such amount on demand from such Lender together with
interest thereon at the Defaulting Lender Rate.


(ii)           In determining whether a Lender’s
balance of the Advances, Swing Loans, and Protective Advances is less than,
equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing
Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of
the relevant Settlement, apply to such balance the portion of payments actually
received in good funds by Agent with respect to principal, interest, fees
payable by Borrowers and allocable to the Lenders hereunder, and proceeds of
Collateral.  To the extent that a net
amount is owed to any such Lender after such application, such net amount shall
be distributed by Agent to that Lender as part of such next Settlement.


(iii)          Between Settlement Dates, Agent, to
the extent no Protective Advances or Swing Loans are outstanding, may pay over
to Swing Lender any payments received by Agent, that in accordance with the
terms of this Agreement would be applied to the reduction of the Advances, for
application to Swing Lender’s Pro Rata Share of the Advances.  If, as of any Settlement Date, Collections of
Borrowers or their Subsidiaries received since the then immediately preceding
Settlement Date have been applied to Swing Lender’s Pro Rata Share of the
Advances other than to Swing Loans, as provided for in the previous sentence,
Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent
shall pay to the Lenders, to be applied to the outstanding Advances of such
Lenders, an amount such that each Lender shall, upon receipt of such amount,
have, as of such Settlement Date, its Pro Rata Share of the Advances.  During the period between Settlement Dates,
Swing Lender with respect to Swing Loans, Agent with respect to Protective
Advances, and each Lender (subject to the effect of agreements between Agent
and individual Lenders) with respect to the Advances other than Swing Loans and
Protective Advances, shall be entitled to interest at the applicable rate or
rates payable under this Agreement on the daily amount of funds employed by
Swing Lender, Agent, or the Lenders, as applicable.


(f)            Notation. 
Agent shall record on its books the principal amount of the Advances
owing to each Lender, including the Swing Loans owing to Swing Lender, and
Protective Advances owing to Agent, and the interests therein of each Lender,
from time to time and such records shall, absent manifest error, conclusively
be presumed to be correct and accurate.


(g)           Lenders’ Failure to Perform.  All Advances (other than Swing Loans and
Protective Advances) shall be made by the Lenders contemporaneously and in
accordance with their Pro Rata



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Shares.  It is understood that (i) no Lender
shall be responsible for any failure by any other Lender to perform its
obligation to make any Advance (or other extension of credit) hereunder, nor
shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and
(ii) no failure by any Lender to perform its obligations hereunder shall
excuse any other Lender from its obligations hereunder.


2.4          Payments.


(a)           Payments by Borrowers.


(i)            Except as otherwise expressly
provided herein, all payments by Borrowers shall be made to Agent’s Account for
the account of the Lender Group and shall be made in immediately available
funds, no later than 11:00 a.m. (California time) on the date specified
herein.  Any payment received by Agent
later than 11:00 a.m. (California time), shall be deemed to have been
received on the following Business Day and any applicable interest or fee shall
continue to accrue until such following Business Day.


(ii)           Unless Agent receives notice from
Administrative Borrower prior to the date on which any payment is due to the
Lenders that Borrowers will not make such payment in full as and when required,
Agent may assume that Borrowers have made (or will make) such payment in full
to Agent on such date in immediately available funds and Agent may (but shall
not be so required), in reliance upon such assumption, distribute to each
Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent Borrowers do not make
such payment in full to Agent on the date when due, each Lender severally shall
repay to Agent on demand such amount distributed to such Lender, together with
interest thereon at the Defaulting Lender Rate for each day from the date such
amount is distributed to such Lender until the date repaid.


(b)           Apportionment and Application.


(i)            So long as no Event of Default has
occurred and is continuing and except as otherwise provided with respect to
Defaulting Lenders, all principal and interest payments shall be apportioned
ratably among the Lenders (according to the unpaid principal balance of the
Obligations to which such payments relate held by each Lender) and all payments
of fees and expenses (other than fees or expenses that are for Agent’s separate
account) shall be apportioned ratably among the Lenders having a Pro Rata Share
of the type of Commitment or Obligation to which a particular fee or expense
relates.  All payments to be made
hereunder by Borrowers shall be remitted to Agent and all (subject to Section
2.4(b)(iv) hereof) such payments, and all proceeds of Collateral received
by Agent, shall be applied, so long as no Event of Default has occurred and is
continuing, to reduce the balance of the Advances outstanding and, thereafter,
to Borrowers (to be wired to the Designated Account) or such other Person
entitled thereto under applicable law.


(ii)           At any time that an Event of Default
has occurred and is continuing and except as otherwise provided with respect to
Defaulting Lenders, all payments remitted to Agent and all proceeds of
Collateral received by Agent shall be applied as follows:


(A)          first, to pay any Lender Group
Expenses (including cost or expense reimbursements) and indemnities then due to
Agent under the Loan Documents, until paid in full,


(B)           second, to pay any fees or
premiums then due to Agent under the Loan Documents until paid in full,


(C)           third, to pay interest due in
respect of all Protective Advances until paid in full,



 7















(D)          fourth, to pay the principal of
all Protective Advances until paid in full,


(E)           fifth, ratably to pay any
Lender Group Expenses (including cost or expense reimbursements) and
indemnities then due to any of the Lenders under the Loan Documents until paid
in full,


(F)           sixth, ratably to pay any fees
or premiums then due to any of the Lenders under the Loan Documents until paid
in full,


(G)           seventh, ratably to pay
interest due in respect of the Advances (other than Protective Advances), and
the Swing Loans until paid in full,


(H)          eighth, ratably (i) to pay the
principal of all Swing Loans until paid in full, (ii) to pay the principal of
all Advances until paid in full, (iii) to Agent, to be held by Agent, for the
ratable benefit of Issuing Lender and those Lenders having a Commitment, as
cash collateral in an amount up to 105% of the Letter of Credit Usage, and (iv)
to Agent, to be held by Agent, for the benefit of the Bank Product Providers,
as cash collateral in an amount up to the amount of the Bank Product Reserve
established prior to the occurrence of, and not in contemplation of, the
subject Event of Default,


(I)            ninth, to pay any other
Obligations (including the provision of amounts to Agent, to be held by Agent,
for the benefit of the Bank Product Providers, as cash collateral in an amount
up to the amount determined by Agent in its Permitted Discretion as the amount
necessary to secure the Bank Product Obligations), and


(J)            tenth, to Borrowers (to be
wired to the Designated Account) or such other Person entitled thereto under
applicable law.


(iii)          Agent promptly shall distribute to
each Lender, pursuant to the applicable wire instructions received from each
Lender in writing, such funds as it may be entitled to receive, subject to a
Settlement delay as provided in Section 2.3(e).


(iv)          In each instance, so long as no Event
of Default has occurred and is continuing, Section 2.4(b) shall not
apply to any payment made by Borrowers to Agent and specified by Borrowers to
be for the payment of specific Obligations then due and payable (or prepayable)
under any provision of this Agreement.


(v)           For purposes of Section 2.4(b)(ii),
“paid in full” means payment of all amounts owing under the Loan Documents
according to the terms thereof, including loan fees, service fees, professional
fees, interest (and specifically including interest accrued after the
commencement of any Insolvency Proceeding), default interest, interest on
interest, and expense reimbursements, whether or not any of the foregoing would
be or is allowed or disallowed in whole or in part in any Insolvency
Proceeding.


(vi)          In the event of a direct conflict
between the priority provisions of this Section 2.4 and any other
provision contained in any other Loan Document, it is the intention of the
parties hereto that such provisions shall be read together and construed, to
the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of this
Section 2.4 shall control and govern.


(c)           Mandatory Prepayments. 
If, at any time, (i) the sum of the Revolver Usage, the Bank
Product Reserve and all other reserves established pursuant to Section
2.1(b) on any date during such month exceeds (ii) the product of (A) 0.80 times (B) TTM Recurring Revenue calculated
as of the last month for which a Loan Limit Certificate has most recently been
delivered pursuant to Section 5.3 (the “Loan Limit”



 8
 









and
such excess being referred to as the “Limiter Excess”), then Borrowers
shall immediately prepay the Obligations in accordance with Section 2.4(d)
in an aggregate amount equal to the Limiter Excess.


(d)           Application of Mandatory Prepayments.  Each prepayment pursuant to Section 2.4(c)
shall, (i) so long as no Event of Default shall have occurred and be
continuing, be applied, first, to
the outstanding principal amount of the Advances that are Base Rate Loans until
paid in full, second, to the outstanding principal amount of the Advances that
are LIBOR Rate Loans until paid in full and third,
to cash collateralize the Letters of Credit in an amount equal to 105% of the
then extant Letter of Credit Usage, and (ii) if an Event of Default shall
have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).


2.5          Overadvances; Payment at Maturity.  Except as permitted by Section 2.3(d),
if, at any time or for any reason, the amount of Obligations owed by Borrowers
to the Lender Group pursuant to Section 2.1 or Section 2.12
is greater than any of the limitations set forth in Section 2.1 or Section 2.12,
as applicable (an “Overadvance”), Borrowers immediately shall pay to
Agent, in cash, the amount of such excess, which amount shall be used by Agent
to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).  Borrowers promise to pay the Obligations
(including principal, interest, fees, costs, and expenses) in Dollars in full
on the Maturity Date or, if earlier, on the date on which the Obligations are
declared due and payable pursuant to the terms of this Agreement.


2.6          Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations.


(a)           Interest Rates.  Except as provided in Section 2.6(c)
below, all Obligations (except for undrawn Letters of Credit and except for
Bank Product Obligations) that have been charged to the Loan Account pursuant
to the terms hereof shall bear interest on the Daily Balance thereof as
follows:


(i)            if the relevant Obligation is a
LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR
Rate Margin, and


(ii)           otherwise, at a per annum rate equal
to the Base Rate.


(b)           Letter of Credit Fee.  Borrowers shall pay Agent (for the ratable
benefit of the Lenders with a Commitment, subject to any agreements between
Agent and individual Lenders), a Letter of Credit fee (in addition to the
charges, commissions, fees, and costs set forth in Section 2.12(e))
which shall accrue at a rate equal to 1.50% per annum times the Daily Balance
of the undrawn amount of all outstanding Letters of Credit.


(c)           Default Rate.  Upon the occurrence and during the
continuation of an Event of Default (and at the election of Agent or the
Required Lenders),


(i)            all Obligations (except for undrawn
Letters of Credit and except for Bank Product Obligations) that have been
charged to the Loan Account pursuant to the terms hereof shall bear interest on
the Daily Balance thereof at a per annum rate equal to 2 percentage points
above the per annum rate otherwise applicable hereunder, and


(ii)           the Letter of Credit fee provided for
in Section 2.6(b) shall be increased to 2 percentage points above the
per annum rate otherwise applicable hereunder.


(d)           Payment. 
Except as provided to the contrary in Section 2.11 or Section 2.13(a),
interest, Letter of Credit fees, and all other fees payable hereunder shall be
due and payable, in arrears, on the first day of each month at any time that
Obligations or Commitments are outstanding. 
Borrowers hereby authorize Agent to, from time to time, without prior
notice to Borrowers, and Agent shall, charge all interest and fees (when due
and payable), all Lender Group Expenses (as and when incurred), all charges,



 9
 









commissions,
fees, and costs provided for in Section 2.12(e) (as and when
accrued or incurred), all fees and costs provided for in Section 2.11
(as and when accrued or incurred), and all other payments as and when due and
payable under any Loan Document (including any amounts due and payable to the
Bank Product Providers in respect of Bank Products up to the amount of the Bank
Product Reserve) to Borrowers’ Loan Account, which amounts thereafter shall
constitute Advances hereunder and shall accrue interest at the rate then
applicable to Advances that are Base Rate Loans.  Any interest not paid when due shall be
compounded by being charged to the Loan Account and shall thereafter constitute
Advances hereunder and shall accrue interest at the rate then applicable to
Advances that are Base Rate Loans.


(e)           Computation.  All interest and fees chargeable under the
Loan Documents shall be computed on the basis of a 360 day year for the actual
number of days elapsed.  In the event the
Base Rate is changed from time to time hereafter, the rates of interest
hereunder based upon the Base Rate automatically and immediately shall be
increased or decreased by an amount equal to such change in the Base Rate.


(f)            Intent to Limit Charges to Maximum Lawful Rate.  In no event shall the interest rate or rates
payable under this Agreement, plus any other amounts paid in connection
herewith, exceed the highest rate permissible under any law that a court of
competent jurisdiction shall, in a final determination, deem applicable.  Borrowers and the Lender Group, in executing
and delivering this Agreement, intend legally to agree upon the rate or rates
of interest and manner of payment stated within it; provided, however,
that, anything contained herein to the contrary notwithstanding, if said rate
or rates of interest or manner of payment exceeds the maximum allowable under
applicable law, then, ipso facto, as of the date of this Agreement, Borrowers
are and shall be liable only for the payment of such maximum as allowed by law,
and payment received from Borrowers in excess of such legal maximum, whenever
received, shall be applied to reduce the principal balance of the Obligations
to the extent of such excess.


2.7          Cash Management.


(a)           Borrowers shall and
shall cause each of their U.S. Subsidiaries to (i) establish and maintain
cash management services of a type and on terms satisfactory to Agent at one or
more of the banks set forth on Schedule 2.7(a) to the Disclosure
Letter (each a “Cash Management Bank”), and shall request in writing and
otherwise take such reasonable steps to ensure that all of their and their U.S.
Subsidiaries’ Account Debtors forward payment of the amounts owed by them
directly to such Cash Management Bank, and (ii) deposit or cause to be
deposited promptly, and in any event no later than the first Business Day after
the date of receipt thereof, all of their Collections (including those sent
directly by their Account Debtors to Borrowers or their Subsidiaries) into a
bank account listed on Schedule 2.7(a) (a “Cash Management
Account”) at one of the Cash Management Banks.


(b)           Each Cash Management
Bank shall establish and maintain Cash Management Agreements with Agent and
Borrowers, in form and substance reasonably acceptable to Agent.  Each such Cash Management Agreement shall
provide, among other things, that (i) the Cash Management Bank will comply
with any instructions originated by Agent directing the disposition of the
funds in such Cash Management Account without further consent by Borrowers or
their Subsidiaries, as applicable, (ii) the Cash Management Bank has no
rights of setoff or recoupment or any other claim against the applicable Cash
Management Account, other than for payment of its service fees and other
charges directly related to the administration of such Cash Management Account
and for returned checks or other items of payment, and (iii) upon the
instruction of the Agent (a “Cash Sweep Instruction”), it will forward
by daily sweep all amounts in the applicable Cash Management Account to the
Agent’s Account.  Agent agrees not to
issue a Cash Sweep Instruction with respect to the Cash Management Accounts
unless (m) an Event of Default has occurred and is continuing at the time such
Cash Sweep Instruction is issued or (n) as of the most recent date of delivery
of the reports and certificate required under Section 5.2(a), Excess
Availability plus Qualified Cash is less than $25,000,000 (either such event
referred to herein as a “Triggering Event”).  Agent agrees to rescind a Cash Sweep
Instruction (the “Rescission”) if: (x) the Event of Default, if any,
giving rise to the Triggering Event upon which such Cash Sweep Instruction was issued
has been waived in writing in accordance with the terms



 10
 









of
this Agreement, (y) no additional Default or Event of Default has occurred and
is continuing prior to the date of the Rescission (the “Rescission Date”)
or is reasonably expected to occur on or immediately after the Rescission Date
and (z) during each of the 30 days immediately prior to and on the Rescission
Date, Excess Availability plus Qualified Cash was and will be $25,000,000 or
more.


(c)           So long as no
Default or Event of Default has occurred and is continuing, Administrative
Borrower may amend Schedule 2.7(a) to the Disclosure Letter to add
or replace a Cash Management Bank or Cash Management Account; provided, however,
that (i) such prospective Cash Management Bank shall be reasonably satisfactory
to Agent, and (ii) prior to the time of the opening of such Cash
Management Account, a Borrower (or its Subsidiary, as applicable), and such
prospective Cash Management Bank shall have executed and delivered to Agent a
Cash Management Agreement.  Borrowers (or
their Subsidiaries, as applicable) shall close any of their Cash Management
Accounts (and establish replacement cash management accounts in accordance with
the foregoing sentence) promptly and in any event within 30 days of notice from
Agent that the creditworthiness of any Cash Management Bank is no longer
acceptable in Agent’s reasonable judgment, or as promptly as practicable and in
any event within 60 days of written notice from Agent that the operating
performance, funds transfer, or availability procedures or performance of the
Cash Management Bank with respect to Cash Management Accounts or Agent’s
liability under any Cash Management Agreement with such Cash Management Bank is
no longer acceptable in Agent’s reasonable judgment.


(d)           Each Cash Management
Account shall be a cash collateral account subject to a Control Agreement.


2.8          Crediting Payments; Clearance Charge.  The receipt of any payment item by Agent
(whether from transfers to Agent by the Cash Management Banks pursuant to the
Cash Management Agreements or otherwise) shall not be considered a payment on
account unless such payment item is a wire transfer of immediately available
federal funds made to the Agent’s Account or unless and until such payment item
is honored when presented for payment. 
Should any payment item not be honored when presented for payment, then
Borrowers shall be deemed not to have made such payment and interest shall be
calculated accordingly.  Anything to the
contrary contained herein notwithstanding, any payment item shall be deemed
received by Agent only if it is received into the Agent’s Account on a Business
Day on or before 11:00 a.m. (California time).  If any payment item is received into the
Agent’s Account on a non-Business Day or after 11:00 a.m. (California
time) on a Business Day, it shall be deemed to have been received by Agent as
of the opening of business on the immediately following Business Day.


2.9          Designated Account.  Agent is authorized to make the Advances, and
Issuing Lender is authorized to issue the Letters of Credit, under this
Agreement based upon telephonic or other instructions received from anyone
purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).  Administrative Borrower agrees to establish
and maintain the Designated Account with the Designated Account Bank for the
purpose of receiving the proceeds of the Advances requested by Borrowers and
made by Agent or the Lenders hereunder. 
Unless otherwise agreed by Agent and Administrative Borrower, any
Advance, Protective Advance, or Swing Loan requested by Borrowers and made by
Agent or the Lenders hereunder shall be made to the Designated Account.


2.10        Maintenance of Loan Account; Statements of Obligations.  Agent shall maintain an account on its books
in the name of Borrowers (the “Loan Account”) on which Borrowers will be
charged with all Advances (including Protective Advances and Swing Loans) made
by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account,
the Letters of Credit issued by Issuing Lender for Borrowers’ account, and with
all other payment Obligations hereunder or under the other Loan Documents
(except for Bank Product Obligations), including, accrued interest, fees and
expenses, and Lender Group Expenses.  In
accordance with Section 2.8, the Loan Account will be credited with
all payments received by Agent from Borrowers or for Borrowers’ account,
including all amounts received in the Agent’s Account from any Cash Management
Bank.  Agent shall render statements
regarding the Loan Account to Administrative Borrower,



 11
 









including
principal, interest, fees, and including an itemization of all charges and
expenses constituting Lender Group Expenses owing, and such statements, absent
manifest error, shall be conclusively presumed to be correct and accurate and
constitute an account stated between Borrowers and the Lender Group unless,
within 30 days after receipt thereof by Administrative Borrower, Administrative
Borrower shall deliver to Agent written objection thereto describing the error
or errors contained in any such statements.


2.11        Fees. 
Borrowers shall pay to Agent, as and when due and payable under the
terms of the Fee Letter, the fees set forth in the Fee Letter.


2.12        Letters of Credit.


(a)           Subject to the terms
and conditions of this Agreement, the Issuing Lender agrees to issue letters of
credit for the account of Borrowers (each, an “L/C”) or to purchase
participations or execute indemnities or reimbursement obligations (each such
undertaking, an “L/C Undertaking”) with respect to letters of credit
issued by an Underlying Issuer (as of the Closing Date, the prospective
Underlying Issuer is to be Wells Fargo) for the account of Borrowers.  Each request for the issuance of a Letter of
Credit, or the amendment, renewal, or extension of any outstanding Letter of
Credit, shall be made in writing by an Authorized Person and delivered to the
Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic
method of transmission reasonably in advance of the requested date of issuance,
amendment, renewal, or extension.  Each
such request shall be in form and substance satisfactory to the Issuing Lender
in its Permitted Discretion and shall specify (i) the amount of such
Letter of Credit, (ii) the date of issuance, amendment, renewal, or
extension of such Letter of Credit, (iii) the expiration date of such
Letter of Credit, (iv) the name and address of the beneficiary thereof (or
the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such
other information (including, in the case of an amendment, renewal, or
extension, identification of the outstanding Letter of Credit to be so amended,
renewed, or extended) as shall be necessary to prepare, amend, renew, or extend
such Letter of Credit.  If requested by
the Issuing Lender, Borrowers also shall be an applicant under the application
with respect to any Underlying Letter of Credit that is to be the subject of an
L/C Undertaking.  The Issuing Lender
shall have no obligation to issue a Letter of Credit if any of the following
would result after giving effect to the issuance of such requested Letter of
Credit:


(i)            the Letter of Credit Usage would
exceed the Loan Limit less the
outstanding amount of Advances, or


(ii)           the Letter of Credit Usage would
exceed $10,000,000, or


(iii)          the Letter of Credit Usage would
exceed the Maximum Revolver Amount less the
outstanding amount of Advances less
the Bank Product Reserve, and less
the aggregate amount of reserves, if any, established by Agent under Section
2.1(b).


Borrowers and the Lender Group acknowledge and agree that certain
Underlying Letters of Credit may be issued to support letters of credit that
already are outstanding as of the Closing Date. 
Each Letter of Credit (and corresponding Underlying Letter of Credit)
shall be in form and substance acceptable to the Issuing Lender (in the
exercise of its Permitted Discretion), including the requirement that the
amounts payable thereunder must be payable in Dollars.  If Issuing Lender is obligated to advance
funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C
Disbursement to Issuing Lender by paying to Agent an amount equal to such L/C
Disbursement not later than 11:00 a.m., California time, on the date that
such L/C Disbursement is made, if Administrative Borrower shall have received
written or telephonic notice of such L/C Disbursement prior to 10:00 a.m.,
California time, on such date, or, if such notice has not been received by
Administrative Borrower prior to such time on such date, then not later than
11:00 a.m., California time, on the Business Day that Administrative
Borrower receives such notice, if such notice is received prior to
10:00 a.m., California time, on the date of receipt, and, in the absence
of such reimbursement, the L/C Disbursement immediately and automatically shall
be deemed to be an Advance hereunder and, initially, shall bear interest at the
rate then applicable to Advances that are Base Rate Loans.  To the extent an L/C



 12
 









Disbursement is deemed to be an Advance hereunder, Borrowers’
obligation to reimburse such L/C Disbursement shall be discharged and replaced
by the resulting Advance.  Promptly
following receipt by Agent of any payment from Borrowers pursuant to this
paragraph, Agent shall distribute such payment to the Issuing Lender or, to the
extent that Lenders have made payments pursuant to Section 2.12(c)
to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
their interests may appear.


(b)           Promptly following
receipt of a notice of L/C Disbursement pursuant to Section 2.12(a),
each Lender with a Commitment agrees to fund its Pro Rata Share of any Advance
deemed made pursuant to the foregoing subsection on the same terms and
conditions as if Borrowers had requested such Advance and Agent shall promptly
pay to Issuing Lender the amounts so received by it from the Lenders.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Lender or the Lenders with
Commitments, the Issuing Lender shall be deemed to have granted to each Lender
with a Commitment, and each Lender with a Commitment shall be deemed to have
purchased, a participation in each Letter of Credit, in an amount equal to its
Pro Rata Share of the Risk Participation Liability of such Letter of Credit,
and each such Lender agrees to pay to Agent, for the account of the Issuing
Lender, such Lender’s Pro Rata Share of any payments made by the Issuing Lender
under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender with a
Commitment hereby absolutely and unconditionally agrees to pay to Agent, for
the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C
Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the
date due as provided in Section 2.12(a), or of any reimbursement
payment required to be refunded to Borrowers for any reason.  Each Lender with a Commitment acknowledges
and agrees that its obligation to deliver to Agent, for the account of the
Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C
Disbursement made by the Issuing Lender pursuant to this Section 2.12(b)
shall be absolute and unconditional and such remittance shall be made
notwithstanding the occurrence or continuation of an Event of Default or
Default or the failure to satisfy any condition set forth in Section 3.  If any such Lender fails to make available to
Agent the amount of such Lender’s Pro Rata Share of each L/C Disbursement made
by the Issuing Lender in respect of such Letter of Credit as provided in this
Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for
the account of the Issuing Lender) shall be entitled to recover such amount on
demand from such Lender together with interest thereon at the Defaulting Lender
Rate until paid in full.


(c)           Each Borrower hereby
agrees to indemnify, save, defend, and hold the Lender Group harmless from any
loss, cost, expense, or liability, and reasonable attorneys fees incurred by
the Lender Group arising out of or in connection with any Letter of Credit; provided,
however, that no Borrower shall be obligated hereunder to indemnify for
any loss, cost, expense, or liability to the extent that it is caused by the
gross negligence or willful misconduct of the Issuing Lender or any other
member of the Lender Group.  Each
Borrower agrees to be bound by the Underlying Issuer’s regulations and
interpretations of any Underlying Letter of Credit or by Issuing Lender’s
interpretations of any L/C issued by Issuing Lender to or for such Borrower’s
account, even though this interpretation may be different from such Borrower’s
own, and each Borrower understands and agrees that the Lender Group shall not
be liable for any error, negligence, or mistake, whether of omission or
commission, in following Borrowers’ instructions or those contained in the
Letter of Credit or any modifications, amendments, or supplements thereto.  Each Borrower understands that the L/C
Undertakings may require Issuing Lender to indemnify the Underlying Issuer for
certain costs or liabilities arising out of claims by Borrowers against such
Underlying Issuer.  Each Borrower hereby
agrees to indemnify, save, defend, and hold the Lender Group harmless with
respect to any loss, cost, expense (including reasonable attorneys fees), or
liability incurred by the Lender Group under any L/C Undertaking as a result of
the Lender Group’s indemnification of any Underlying Issuer; provided, however,
that no Borrower shall be obligated hereunder to indemnify for any loss, cost,
expense, or liability to the extent that it is caused by the gross negligence
or willful misconduct of the Issuing Lender or any other member of the Lender
Group.  Each Borrower hereby acknowledges
and agrees that neither the Lender Group nor the Issuing Lender shall be
responsible for delays, errors, or omissions resulting from the malfunction of
equipment in connection with any Letter of Credit.



 13















(d)           Each Borrower hereby
authorizes and directs any Underlying Issuer to deliver to the Issuing Lender
all instruments, documents, and other writings and property received by such
Underlying Issuer pursuant to such Underlying Letter of Credit and to accept
and rely upon the Issuing Lender’s instructions with respect to all matters
arising in connection with such Underlying Letter of Credit and the related
application.


(e)           Any and all issuance
charges, commissions, fees, and costs incurred by the Issuing Lender relating
to Underlying Letters of Credit shall be Lender Group Expenses for purposes of
this Agreement and immediately shall be reimbursable by Borrowers to Agent for
the account of the Issuing Lender; it being acknowledged and agreed by each
Borrower that, as of the Closing Date, the issuance charge imposed by the
prospective Underlying Issuer is .825% per annum times the undrawn amount of
each Underlying Letter of Credit, that such issuance charge may be changed from
time to time, and that the Underlying Issuer also imposes a schedule of charges
for amendments, extensions, drawings, and renewals.


(f)            If by reason of
(i) any change after the Closing Date in any applicable law, treaty, rule,
or regulation or any change in the interpretation or application thereof by any
Governmental Authority (except changes of general applicability in income tax
laws), or (ii) compliance by the Underlying Issuer or the Lender Group
with any direction, request, or requirement (irrespective of whether having the
force of law) of any Governmental Authority or monetary authority including,
Regulation D of the Federal Reserve Board as from time to time in effect (and
any successor thereto):


(A)          any reserve, deposit, or similar
requirement is or shall be imposed or modified in respect of any Letter of
Credit issued hereunder, or


(B)           there shall be imposed on the
Underlying Issuer or the Lender Group any other condition regarding any
Underlying Letter of Credit or any Letter of Credit issued pursuant hereto;


and
the result of the foregoing is to increase, directly or indirectly, the cost to
the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of
Credit or to reduce the amount receivable in respect thereof by the Lender
Group, then, and in any such case, Agent may, at any time within a reasonable
period after the additional cost is incurred or the amount received is reduced,
notify Administrative Borrower, and Borrowers shall pay on demand such amounts
as Agent may specify to be necessary to compensate the Lender Group for such
additional cost or reduced receipt, together with interest on such amount from
the date of such demand until payment in full thereof at the rate then
applicable to Base Rate Loans hereunder. 
The determination by Agent of any amount due pursuant to this Section,
as set forth in a certificate setting forth the calculation thereof in
reasonable detail, shall, in the absence of manifest or demonstrable error, be
final and conclusive and binding on all of the parties hereto.


2.13        LIBOR Option.


(a)           Interest and Interest Payment Dates.  In lieu of having interest charged at the
rate based upon the Base Rate, Borrowers shall have the option (the “LIBOR
Option”) to have interest on all or a portion of the Advances be charged
(whether at the time when made (unless otherwise provided herein), upon
conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of
a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the
LIBOR Rate.  Interest on LIBOR Rate Loans
shall be payable on the earliest of (i) the last day of the Interest
Period applicable thereto; provided, however, that, subject to
the following clauses (ii) and (iii), in the case of any Interest Period
greater than 3 months in duration, interest shall be payable at 3 month
intervals after the commencement of the applicable Interest Period and on the
last day of such Interest Period, (ii) the date on which all or any
portion of the Obligations are accelerated pursuant to the terms hereof, or
(iii) the date on which this Agreement is terminated pursuant to the terms
hereof.  On the last day of each
applicable Interest Period, unless Administrative Borrower properly has
exercised the LIBOR Option with respect thereto, the interest rate applicable
to such LIBOR Rate Loan automatically shall convert to the rate of interest
then applicable to Base Rate Loans of the same type



 14
 









hereunder.  At any time that an Event of Default has
occurred and is continuing, Borrowers no longer shall have the option to
request that Advances bear interest at a rate based upon the LIBOR Rate and
Agent shall have the right to convert the interest rate on all outstanding
LIBOR Rate Loans to the rate then applicable to Base Rate Loans hereunder.


(b)           LIBOR Election.


(i)            Administrative Borrower may, at any
time and from time to time, so long as no Event of Default has occurred and is
continuing, elect to exercise the LIBOR Option by notifying Agent prior to
11:00 a.m. (California time) at least 3 Business Days prior to the
commencement of the proposed Interest Period (the “LIBOR Deadline”).  Notice of Administrative Borrower’s election
of the LIBOR Option for a permitted portion of the Advances and an Interest
Period pursuant to this Section shall be made by delivery to Agent of a LIBOR
Notice received by Agent before the LIBOR Deadline, or by telephonic notice
received by Agent before the LIBOR Deadline (to be confirmed by delivery to
Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California
time) on the same day).  Promptly upon
its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to
each of the affected Lenders.


(ii)           Each LIBOR Notice shall be
irrevocable and binding on Borrowers.  In
connection with each LIBOR Rate Loan, each Borrower shall indemnify, defend, and
hold Agent and the Lenders harmless against any loss, cost, or expense incurred
by Agent or any Lender as a result of (A) the payment of any principal of
any LIBOR Rate Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (B) the conversion
of any LIBOR Rate Loan other than on the last day of the Interest Period
applicable thereto, or (C) the failure to borrow, convert, continue or
prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered
pursuant hereto (such losses, costs or expenses, “Funding Losses”).  Funding Losses shall, with respect to Agent
or any Lender, be deemed to equal the amount determined by Agent or such Lender
to be the excess, if any, of (1) the amount of interest that would have
accrued on the principal amount of such LIBOR Rate Loan had such event not
occurred, at the LIBOR Rate that would have been applicable thereto, for the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period therefor), minus (2) the amount of interest that
would accrue on such principal amount for such period at the interest rate
which Agent or such Lender would be offered were it to be offered, at the
commencement of such period, Dollar deposits of a comparable amount and period
in the London interbank market.  A
certificate of Agent or a Lender delivered to Administrative Borrower setting
forth any amount or amounts that Agent or such Lender is entitled to receive
pursuant to this Section 2.13 shall be conclusive absent manifest
error.


(iii)          Borrowers shall have not more than 7
LIBOR Rate Loans in effect at any given time. 
Borrowers only may exercise the LIBOR Option for LIBOR Rate Loans of at
least $1,000,000 and integral multiples of $500,000 in excess thereof.


(c)           Conversion. 
Borrowers may convert LIBOR Rate Loans to Base Rate Loans or prepay
LIBOR Rate Loans at any time; provided, however, that in the
event that LIBOR Rate Loans are converted or prepaid on any date that is not
the last day of the Interest Period applicable thereto, including as a result
of any automatic prepayment through the required application by Agent of
proceeds of Borrowers’ and their Subsidiaries’ Collections in accordance with Section 2.4(b)
or for any other reason, including early termination of the term of this
Agreement or acceleration of all or any portion of the Obligations pursuant to
the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the
Lenders and their Participants harmless against any and all Funding Losses in
accordance with Section 2.13(b)(ii) above.


(d)           Special Provisions Applicable to LIBOR Rate.


(i)            The LIBOR Rate may be adjusted by
Agent with respect to any Lender on a prospective basis to take into account
any additional or increased costs to such Lender of maintaining or



 15
 









obtaining any Eurodollar
deposits or increased costs, in each case, due to changes in applicable law
occurring subsequent to the commencement of the then applicable Interest
Period, including changes in tax laws (except changes of general applicability
in income tax laws) and changes in the reserve requirements imposed by the
Board of Governors of the Federal Reserve System (or any successor), excluding
the Reserve Percentage, which additional or increased costs would increase the
cost of funding or maintaining loans bearing interest at the LIBOR Rate.  In any such event, the affected Lender shall
give Administrative Borrower and Agent notice of such a determination and
adjustment and Agent promptly shall transmit the notice to each other Lender
and, upon its receipt of the notice from the affected Lender, Administrative
Borrower may, by notice to such affected Lender (y) require such Lender to
furnish to Administrative Borrower a statement setting forth the basis for
adjusting such LIBOR Rate and the method for determining the amount of such
adjustment, or (z) repay the LIBOR Rate Loans with respect to which such
adjustment is made (together with any amounts due under Section 2.13(b)(ii)).


(ii)           In the event that any change in
market conditions or any law, regulation, treaty, or directive, or any change
therein or in the interpretation of application thereof, shall at any time
after the date hereof, in the reasonable opinion of any Lender, make it
unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or
to continue such funding or maintaining, or to determine or charge interest
rates at the LIBOR Rate, such Lender shall give notice of such changed
circumstances to Agent and Administrative Borrower and Agent promptly shall
transmit the notice to each other Lender and (y) in the case of any LIBOR
Rate Loans of such Lender that are outstanding, the date specified in such
Lender’s notice shall be deemed to be the last day of the Interest Period of
such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender
thereafter shall accrue interest at the rate then applicable to Base Rate
Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option
until such Lender determines that it would no longer be unlawful or impractical
to do so.


(e)           No Requirement of Matched Funding.  Anything to the contrary contained herein
notwithstanding, neither Agent, nor any Lender, nor any of their Participants,
is required actually to acquire Eurodollar deposits to fund or otherwise match
fund any Obligation as to which interest accrues at the LIBOR Rate.  The provisions of this Section shall apply as
if each Lender or its Participants had match funded any Obligation as to which
interest is accruing at the LIBOR Rate by acquiring Eurodollar deposits for
each Interest Period in the amount of the LIBOR Rate Loans.


2.14        Capital
Requirements.  If, after
the date hereof, any Lender reasonably determines that (i) the adoption of
or change in any law, rule, regulation or guideline regarding capital
requirements for banks or bank holding companies, or any change in the
interpretation or application thereof by any Governmental Authority charged
with the administration thereof, or (ii) compliance by such Lender or its
parent bank holding company with any guideline, request or directive of any
such entity regarding capital adequacy (whether or not having the force of
law), has the effect of reducing the return on such Lender’s or such holding
company’s capital as a consequence of such Lender’s Commitments hereunder to a
level below that which such Lender or such holding company could have achieved
but for such adoption, change, or compliance (taking into consideration such
Lender’s or such holding company’s then existing policies with respect to
capital adequacy and assuming the full utilization of such entity’s capital) by
any amount deemed by such Lender to be material, then such Lender may, within
180 days of such Lender making such determination, notify Administrative
Borrower and Agent thereof.  Following
receipt of such notice, Borrowers agree to pay such Lender on demand the amount
of such reduction of return of capital as and when such reduction is
determined, payable within 90 days after presentation by such Lender of a
statement in the amount and setting forth in reasonable detail such Lender’s
calculation thereof and the assumptions upon which such calculation was based
(which statement shall be deemed true and correct absent manifest error).  In determining such amount, such Lender may
use any reasonable averaging and attribution methods.



 16
 









2.15        Joint and Several Liability of Borrowers.


(a)           Each Borrower is
accepting joint and several liability hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by
the Lender Group under this Agreement, for the mutual benefit, directly and indirectly,
of each Borrower and in consideration of the undertakings of the other
Borrowers to accept joint and several liability for the Obligations.


(b)           Each Borrower,
jointly and severally, hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with
the other Borrowers, with respect to the payment and performance of all of the
Obligations (including any Obligations arising under this Section 2.15),
it being the intention of the parties hereto that all the Obligations shall be
the joint and several obligations of each Borrower without preferences or
distinction among them.


(c)           If and to the extent
that any Borrower shall fail to make any payment with respect to any of the
Obligations as and when due or to perform any of the Obligations in accordance
with the terms thereof, then in each such event the other Borrowers will make
such payment with respect to, or perform, such Obligation.


(d)           The Obligations of
each Borrower under the provisions of this Section 2.15 constitute
the absolute and unconditional, full recourse Obligations of each Borrower
enforceable against each Borrower to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this
Agreement or any other circumstances whatsoever.


(e)           Except as otherwise
expressly provided in this Agreement, each Borrower hereby waives notice of
acceptance of its joint and several liability, notice of any Advances or
Letters of Credit issued under or pursuant to this Agreement, notice of the
occurrence of any Default, Event of Default, or of any demand for any payment
under this Agreement, notice of any action at any time taken or omitted by
Agent or Lenders under or in respect of any of the Obligations, any requirement
of diligence or to mitigate damages and, generally, to the extent permitted by
applicable law, all demands, notices and other formalities of every kind in
connection with this Agreement (except as otherwise provided in this Agreement).
 Each Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of
any of the Obligations, the acceptance of any payment of any of the
Obligations, the acceptance of any partial payment thereon, any waiver, consent
or other action or acquiescence by Agent or Lenders at any time or times in
respect of any default by any Borrower in the performance or satisfaction of
any term, covenant, condition or provision of this Agreement, any and all other
indulgences whatsoever by Agent or Lenders in respect of any of the
Obligations, and the taking, addition, substitution or release, in whole or in
part, at any time or times, of any security for any of the Obligations or the
addition, substitution or release, in whole or in part, of any Borrower.  Without limiting the generality of the
foregoing, each Borrower assents to any other action or delay in acting or
failure to act on the part of any Agent or Lender with respect to the failure
by any Borrower to comply with any of its respective Obligations, including,
without limitation, any failure strictly or diligently to assert any right or
to pursue any remedy or to comply fully with applicable laws or regulations
thereunder, which might, but for the provisions of this Section 2.15
afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.15, it
being the intention of each Borrower that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15
shall not be discharged except by performance and then only to the extent of
such performance.  The Obligations of
each Borrower under this Section 2.15 shall not be diminished or
rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to any Borrower
or any Agent or Lender.


(f)            Each Borrower
represents and warrants to Agent and Lenders that such Borrower is currently
informed of the financial condition of Borrowers and of all other circumstances
which a diligent inquiry would reveal and which bear upon the risk of
nonpayment of the Obligations.  Each
Borrower further represents and warrants to Agent and Lenders that such
Borrower has read and understands the terms and conditions of the Loan
Documents.  Each Borrower hereby
covenants that such Borrower will continue to keep



 17
 









informed
of Borrowers’ financial condition, the financial condition of other guarantors,
if any, and of all other circumstances which bear upon the risk of nonpayment
or nonperformance of the Obligations.


(g)           Each Borrower waives
all rights and defenses arising out of an election of remedies by Agent or any
Lender, even though that election of remedies, such as a nonjudicial
foreclosure with respect to security for a guaranteed obligation, has destroyed
Agent’s or such Lender’s rights of subrogation and reimbursement against such
Borrower by the operation of Section 580(d) of the California Code of Civil
Procedure, any comparable statute or otherwise.


(h)           Each Borrower waives
all rights and defenses that such Borrower may have because the Obligations are
or may become secured by Real Property. 
This means, among other things:


(i)            Agent and Lenders may collect from
such Borrower without first foreclosing on any Real or Personal Property
Collateral pledged by Borrowers.


(ii)           If Agent or any Lender forecloses on
any Real Property Collateral pledged by Borrowers:


(A)          The amount of the Obligations may be
reduced only by the price for which that collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price.


(B)           Agent and Lenders may collect from
such Borrower even if Agent or Lenders, by foreclosing on the Real Property Collateral,
has destroyed any right such Borrower may have to collect from the other
Borrowers.


(i)            The provisions of
this Section 2.15 are made for the benefit of Agent, Lenders and
their respective successors and assigns, and may be enforced by it or them from
time to time against any or all Borrowers as often as occasion therefor may
arise and without requirement on the part of Agent, any Lender, any of their
respective successors or assigns first to marshal any of its or their claims or
to exercise any of its or their rights against any Borrower or to exhaust any
remedies available to it or them against any Borrower or to resort to any other
source or means of obtaining payment of any of the Obligations hereunder or to
elect any other remedy.  The provisions
of this Section 2.15 shall remain in effect until all of the
Obligations shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must otherwise
be restored or returned by Agent or any Lender upon the insolvency, bankruptcy
or reorganization of any Borrower, or otherwise, the provisions of this Section 2.15
will forthwith be reinstated in effect, as though such payment had not been
made.


(j)            Each Borrower
hereby agrees that it will not enforce any of its rights of contribution or
subrogation against any other Borrower with respect to any liability incurred
by it hereunder or under any of the other Loan Documents, any payments made by
it to Agent or Lenders with respect to any of the Obligations or any collateral
security therefor until such time as all of the Obligations have been paid in
full in cash.  Any claim which any
Borrower may have against any other Borrower with respect to any payments to
any Agent or Lender hereunder or under any other Loan Documents are hereby
expressly made subordinate and junior in right of payment, without limitation
as to any increases in the Obligations arising hereunder or thereunder, to the
prior payment in full in cash of the Obligations and, in the event of any
insolvency, bankruptcy, receivership, liquidation, reorganization or other
similar proceeding under the laws of any jurisdiction relating to any Borrower,
its debts or its assets, whether voluntary or involuntary, all such Obligations
shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to any
other Borrower therefor.



 18
 









3.             CONDITIONS; TERM OF AGREEMENT.


3.1          Conditions Precedent to the Initial Extension of
Credit.  The obligation of
each Lender to make its initial extension of credit provided for hereunder, is
subject to the fulfillment, to the satisfaction of Agent and each Lender of
each of the conditions precedent set forth on Schedule 3.1 (the
making of such initial extension of credit by a Lender being conclusively
deemed to be its satisfaction or waiver of the conditions precedent).


3.2          Conditions Precedent to all Extensions of Credit.  The obligation of the Lender Group (or any
member thereof) to make any Advances hereunder at any time (or to extend any
other credit hereunder) at any time shall be subject to the following
conditions precedent:


(a)           the representations
and warranties contained in this Agreement or in the other Loan Documents shall
be true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof) on and as
of the date of such extension of credit, as though made on and as of such date
(except to the extent that such representations and warranties relate solely to
an earlier date);


(b)           no Default or Event
of Default shall have occurred and be continuing on the date of such extension
of credit, nor shall either result from the making thereof;


(c)           no injunction, writ,
restraining order, or other order of any nature restricting or prohibiting,
directly or indirectly, the extending of such credit shall have been issued and
remain in force by any Governmental Authority against any Borrower, Agent or
any Lender; and


(d)           no Material Adverse
Change shall have occurred.


3.3          Term. 
This Agreement shall continue in full force and effect for a term ending
on February 14, 2010 (the “Maturity Date”).  The foregoing notwithstanding, the Lender
Group, upon the election of the Required Lenders, shall have the right to
terminate its obligations under this Agreement immediately and without notice
upon the occurrence and during the continuation of an Event of Default.


3.4          Effect of Termination.  On the date of termination of this Agreement,
all Obligations (including contingent reimbursement obligations of Borrowers
with respect to outstanding Letters of Credit and including all Bank Product
Obligations) immediately shall become due and payable without notice or demand
(including the requirement that Borrowers provide (a) Letter of Credit
Collateralization and (b) Bank Product Collateralization).  No termination of this Agreement, however,
shall relieve or discharge Borrowers or their Subsidiaries of their duties,
Obligations, or covenants hereunder or under any other Loan Document and the
Agent’s Liens in the Collateral shall remain in effect until all Obligations
have been paid in full and the Lender Group’s obligations to provide additional
credit hereunder have been terminated. 
When this Agreement has been terminated and all of the Obligations have
been paid in full and the Lender Group’s obligations to provide additional
credit under the Loan Documents have been terminated irrevocably, Agent will,
as promptly as practicable and at Borrowers’ sole expense, execute and deliver
any termination statements, lien releases, mortgage releases, discharges of
security interests, and other similar discharge or release documents (and, if
applicable, in recordable form) as are reasonably necessary to release, as of
record, the Agent’s Liens and all notices of security interests and liens
previously filed by Agent with respect to the Obligations.


3.5          Early Termination by Borrowers.  Borrowers have the option, at any time upon
10 Business Days prior written notice by Administrative Borrower to Agent, to
terminate this Agreement and terminate the Commitments hereunder by paying to
Agent, in cash, the Obligations (including (a) providing Letter of Credit
Collateralization with respect to the then existing Letter of Credit Usage and
(b) providing Bank Product Collateralization with respect to the then existing
Bank Products), in full.  If Administrative



 19
 









Borrower
has sent a notice of termination pursuant to the provisions of this Section,
then the Commitments shall terminate and Borrowers shall be obligated to repay
the Obligations (including (a) providing Letter of Credit
Collateralization with respect to the then existing Letter of Credit Usage and
(b) providing Bank Product Collateralization with respect to the then existing
Bank Products), in full, on the date set forth as the date of termination of
this Agreement in such notice.


4.             REPRESENTATIONS AND WARRANTIES.


In
order to induce the Lender Group to enter into this Agreement, each Credit
Party makes the following representations and warranties to the Lender Group
which shall be true and correct, in all material respects, as of the date hereof,
and shall be true and correct, in all material respects, as of the Closing
Date, and at and as of the date of the making of each Advance (or other
extension of credit) made thereafter, as though made on and as of the date of
such Advance (or other extension of credit) (except to the extent that such
representations and warranties relate solely to an earlier date) and such
representations and warranties shall survive the execution and delivery of this
Agreement:


4.1          No Encumbrances.  Each Credit Party and its Subsidiaries has
good and marketable title to, license or other right to use, or a valid
leasehold interest in, their personal property assets and good and marketable
title to, or a valid leasehold interest in, its Real Property, in each case, free
and clear of Liens except for Permitted Liens.


4.2          Accounts.  As to each Account that is identified as an
Account of any Borrower pursuant to any report submitted to Agent, such Account
is, unless otherwise indicated in such report: (a) a bona fide existing
payment obligation of the applicable Account Debtor created by the sale and
delivery of Inventory or the rendition of services to such Account Debtor in
the ordinary course of such Borrower’s business, and (b) owed to such
Borrower without any known defenses, disputes, offsets, counterclaims, or
rights of return or cancellation.


4.3          [Reserved]


4.4          Equipment.  Each material item of Equipment of Credit
Parties and their Subsidiaries is used or held for use in their business and is
in good working order, ordinary wear and tear and damage by casualty excepted.


4.5          Location of Inventory and Equipment.  The Inventory and Equipment (other than
vehicles or Equipment out for repair) of any Credit Party or its Subsidiaries
are not stored with a bailee, warehouseman, or similar party and are located
only at, or in-transit to or between, the locations identified on Schedule 4.5
to the Disclosure Letter (as such Schedule may be updated from time to time and
delivered to Agent by the Credit Parties pursuant to Section 5.9); provided,
however, (a) Inventory and Equipment may be stored with a bailee,
warehouseman or similar party to the extent (i) Agent has received a Collateral
Access Agreement from such bailee, warehouseman or similar party or (ii) the
aggregate book value of all Inventory and Equipment stored with such bailee,
warehouseman or similar party, when aggregated with all other Inventory and
Equipment stored at a location of a Credit Party or Subsidiary of a Credit
Party that is not identified on Schedule 4.5 to the Disclosure
Letter, does not exceed $500,000 at any date of determination and (b) Inventory
and Equipment may be located at locations of a Credit Party or Subsidiary of a
Credit Party that are not identified on Schedule 4.5 to the
Disclosure Letter to the extent the aggregate book value of all Inventory and
Equipment at such locations, when aggregated with all other Inventory and
Equipment stored with bailees, warehouseman or similar parties from whom Agent
has not received a Collateral Access Agreement, does not exceed $500,000 at any
date of determination.


4.6          [Reserved]



 20
 









4.7          Jurisdiction of Organization; Location of Chief
Executive Office; Organizational Identification Number; Commercial Tort Claims.


(a)           The name of (within
the meaning of Section 9-503 of the Code) and jurisdiction of organization of
each Credit Party and each of its Subsidiaries is set forth on Schedule 4.7(a)
to the Disclosure Letter (as such schedule may be updated from time to time and
delivered to Agent by the Credit Parties to reflect changes permitted to be
made under Section 6.5).


(b)           The chief executive
office of each Credit Party and each of its Subsidiaries is located at the
address indicated on Schedule 4.7(b) to the Disclosure Letter (as
such schedule may be updated from time to time and delivered to Agent by the
Credit Parties to reflect changes permitted to be made under Section 5.9).


(c)           Each Credit Party’s
and each of its U.S. Subsidiaries’ tax identification numbers and
organizational identification numbers, if any, are identified on Schedule 4.7(c)
to the Disclosure Letter (as such schedule may be updated from time to time and
delivered to Agent by the Credit Parties to reflect changes permitted to be
made under Section 5.9).


(d)           As of the Closing
Date, no Credit Party or any of its Subsidiaries holds any commercial tort
claims, except as set forth on Schedule 4.7(d) to the Disclosure
Letter.


4.8          Due Organization and Qualification; Subsidiaries.


(a)           Each Credit Party is
duly organized and existing and in good standing under the laws of the
jurisdiction of its organization and qualified to do business in any state
where the failure to be so qualified reasonably could be expected to result in
a Material Adverse Change.


(b)           Set forth on Schedule 4.8(b)
to the Disclosure Letter (as such schedule may be updated from time to time and
delivered to Agent by the Credit Parties to reflect changes permitted to be
made under Section 5.16), is a complete and accurate description of
the authorized capital Stock of each Credit Party and each Subsidiary of a
Credit Party, by class, and, as of December 28, 2006, a description of the
number of shares of each such class that are issued and outstanding.  Other than as described on Schedule 4.8(b)
to the Disclosure Letter, there are no subscriptions, options, warrants, or
calls relating to any shares of any Credit Party’s or Subsidiary of any Credit
Party’s capital Stock, including any right of conversion or exchange under any
outstanding security or other instrument which, if exercised, could reasonably
be expected to cause a Change of Control or other Event of Default.  As of the date an update to Schedule 4.8(b)
to the Disclosure Letter is delivered annually to Agent at the time the Credit
Parties’ annual financial statements are delivered to Agent pursuant to Section
5.3, other than as described on such updated Schedule 4.8(b),
there are no subscriptions, options, warrants, or calls relating to any shares
of any Credit Party’s or Subsidiary of any Credit Party’s capital Stock,
including any right of conversion or exchange under any outstanding security or
other instrument.  Other than Permitted
Distributions, no Credit Party or any of its Subsidiaries is subject to any
obligation (contingent or otherwise) to repurchase or otherwise acquire or
retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.


(c)           Set forth on Schedule 4.8(c)
to the Disclosure Letter (as such schedule may be updated from time to time and
delivered to Agent by the Credit Parties to reflect changes permitted to be
made under Section 5.16 and as such Schedule is to be updated
pursuant to Section 5.20(a)), is, upon and after the date such Schedule
is updated and delivered pursuant to Section 5.20(a), a complete and accurate
list of each Credit Party’s direct and indirect Subsidiaries, showing:  (i) the jurisdiction of their
organization, (ii) the number of shares of each class of common and
preferred Stock authorized for each of such Subsidiaries, and (iii) the
number and the percentage of the outstanding shares of each such class owned
directly or indirectly by the applicable Credit Party.  All of the outstanding capital Stock of each
such Subsidiary has been validly issued and is fully paid and non-assessable.



 21















4.9          Due Authorization; No Conflict.


(a)           As to each Credit
Party, the execution, delivery, and performance by such Credit Party of this
Agreement and the Loan Documents to which it is a party have been duly
authorized by all necessary action on the part of such Credit Party.


(b)           As to each Credit
Party, the execution, delivery, and performance by such Credit Party of this
Agreement and the other Loan Documents to which it is a party do not and will
not (i) violate any provision of federal, state, or local law or
regulation applicable to any Credit Party, the Governing Documents of any
Credit Party, or any order, judgment, or decree of any court or other
Governmental Authority binding on any Credit Party, (ii) conflict with,
result in a breach of, or constitute (with due notice or lapse of time or both)
a default under any Material Contract of any Credit Party, (iii) result in
or require the creation or imposition of any Lien of any nature whatsoever upon
any properties or assets of any Credit Party, other than Permitted Liens, or
(iv) require any approval of any Credit Party’s interestholders or any
approval or consent of any Person under any Material Contract of any Credit
Party, other than consents or approvals that have been obtained and that are
still in force and effect.


(c)           Other than the
filing of financing statements, the recordation of the Mortgages (if any), the
filing of applicable security agreements with the United States Patent and
Trademark Office or United States Copyright Office, and other filings or
actions necessary to perfect Liens granted to Agent in the Collateral, the
execution, delivery, and performance by each Credit Party of this Agreement and
the other Loan Documents to which such Credit Party is a party do not and will
not require any registration with, consent, or approval of, or notice to, or
other action with or by, any Governmental Authority, other than consents or
approvals that have been obtained and that are still in force and effect.


(d)           As to each Credit
Party, this Agreement and the other Loan Documents to which such Credit Party
is a party, and all other documents contemplated hereby and thereby, when
executed and delivered by such Credit Party will be the legally valid and
binding obligations of such Credit Party, enforceable against such Credit Party
in accordance with their respective terms, except as enforcement may be limited
by equitable principles or by bankruptcy, insolvency, reorganization,
moratorium, or similar laws relating to or limiting creditors’ rights generally.


(e)           The Agent’s Liens
are validly created, perfected (other than (i) in respect of motor vehicles and
(ii) any Deposit Accounts and Securities Accounts not subject to a Control
Agreement as permitted by Section 6.12, and subject only to the filing
in the applicable jurisdiction of organization of each Credit Party of
financing statements describing the Collateral and, if applicalble, the
recordation of the Mortgages), and first priority Liens, subject only to
Permitted Liens.


4.10        Litigation.  Other than those matters disclosed on Schedule 4.10
to the Disclosure Letter (as such schedule may be updated from time to time and
delivered to Agent by the Credit Parties) and other than matters arising after
the Closing Date that reasonably could not be expected to result in a Material
Adverse Change, there are no actions, suits, or proceedings pending or, to the
best knowledge of each Credit Party, threatened in writing against any Credit
Party or any of its Subsidiaries.


4.11        No Material Adverse Change.  All financial statements relating to the
Credit Parties and their respective Subsidiaries that have been delivered by
any Credit Party to the Lender Group have been prepared in accordance with GAAP
(except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly
in all material respects, the Credit Parties’ and their respective Subsidiaries’
financial condition as of the date thereof and results of operations for the
period then ended.  There has not been a
Material Adverse Change since September 30, 2006.


4.12        Fraudulent Transfer.



 22
 









(a)           Each Borrower is
Solvent and the Credit Parties and their respective Subsidiaries, taken as a
whole, are Solvent.


(b)           No transfer of
property is being made by any Credit Party or any of its Subsidiaries and no
obligation is being incurred by any Credit Party or any of its Subsidiaries in
connection with the transactions contemplated by this Agreement or the other
Loan Documents with the intent to hinder, delay, or defraud either present or
future creditors of any Credit Party or its Subsidiaries.


4.13        Employee Benefits.


(a)           Set forth on Schedule
4.13(a) to the Disclosure Letter is a complete and accurate list of all
Plans that meet the definition of an “employee pension benefit plan” under
Section 3(2) of ERISA and that are currently maintained or contributed to by
any Credit Party, any of their respective Subsidiaries or any of their
respective ERISA Affiliates as of the Closing Date.


(b)           Each Credit Party,
their respective Subsidiaries, and their respective ERISA Affiliates are in
compliance in all material respects with all applicable provisions and
requirements of ERISA and the regulations and published interpretations
thereunder with respect to each Plan, and have performed all their obligations
in all material respects under each Plan.


(c)           No ERISA Event has
occurred or is reasonably expected to occur.


(d)           Except to the extent
required under Section 4980B of the IRC or similar state laws, or as described
on Schedule 4.13(d) to the Disclosure Letter, no Plan provides health
benefits (through the purchase of insurance or otherwise) for any retired or
former employee of any Credit Party, any of their respective Subsidiaries or
any of their respective ERISA Affiliates.


(e)           As of the most
recent valuation date for any Pension Plan, the amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in
the aggregate for all Pension Plans (excluding for purposes of such computation
any Pension Plans with respect to which assets exceed benefit liabilities),
does not exceed $250,000.


(f)            The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereunder will not involve any non-exempt transaction that is
subject to the prohibitions of Section 406 of ERISA or in connection with which
taxes could be imposed for transactions defined in Section 4975(c)(1)(A)-(D) of
the IRC.


(g)           All liabilities
under each Plan are (i) funded to at least the minimum level required by law
or, if higher, to the level required by the terms governing the Plans, (ii)
insured with a reputable insurance company, (iii) provided for or recognized in
the financial statements most recently delivered to Agent pursuant to Section
5.3 hereof or (iv) estimated in the formal notes to the financial
statements most recently delivered to Agent pursuant to Section 5.3
hereof.


(h)           To the best
knowledge of each Credit Party, there are no circumstances which may give rise
to a material liability in relation to any Plan which is not funded, insured,
provided for, recognized or estimated in the manner described in subsection
(g) above.


(i)            Credit Parties and
their respective Subsidiaries are not and will not be a “plan” within the meaning
of Section 4975(e) of the IRC; (ii) excluding contributions for Plans listed on
Schedule 4.13(a) to the Disclosure Letter, the assets of Credit Parties
and their respective Subsidiaries do not and will not constitute “plan assets”
within the meaning of the United States Department of Labor Regulations set
forth in 29 C.F.R. §2510.3-101; (iii) Credit Parties and their respective
Subsidiaries are not and will not be a “governmental plan” within the meaning
of Section 3(32) of ERISA; and (iv) transactions by or with Credit



 23
 









Parties
and their respective Subsidiaries are not and will not be subject to state
statutes applicable to Credit Parties and their respective Subsidiaries
regulating investments of fiduciaries with respect to governmental plans.


4.14        Environmental Condition.  Except as set forth on Schedule 4.14
to the Disclosure Letter, (a) to each Credit Party’s knowledge, no Credit
Party’s or its Subsidiaries’ properties or assets has ever been used by such
Person, or by previous owners or operators in the disposal of, or to produce,
store, handle, treat, release, or transport, any Hazardous Materials, where
such use, production, storage, handling, treatment, release or transport was in
violation, in any material respect, of any applicable Environmental Law,
(b) to each Credit Party’s knowledge, no Credit Party’s or its
Subsidiaries’ properties or assets has ever been designated or identified in
any manner pursuant to any environmental protection statute as a Hazardous
Materials disposal site, (c) none of the Credit Parties nor any of their
respective Subsidiaries have received notice that a Lien arising under any
Environmental Law has attached to any revenues or to any Real Property owned or
operated by any Credit Party or its Subsidiaries, and (d) none of the
Credit Parties nor any of their Subsidiaries have received a summons, citation,
notice, or directive from the United States Environmental Protection Agency or
any other federal or state governmental agency concerning any action or
omission by any Credit Party or any of its Subsidiaries resulting in the
releasing or disposing of Hazardous Materials into the environment.


4.15        Intellectual Property.  Each Credit Party and each Subsidiary of a
Credit Party owns, or holds licenses in or otherwise has the right to use, all
trademarks, trade names, copyrights, patents, patent rights, and licenses that
are necessary to the conduct of its business as currently conducted, and
attached hereto as Schedule 4.15 to the Disclosure Letter (as such
Schedule is deemed updated to reflect any updates to Schedules 1, 2, 3 and 5 to
the Disclosure Letter made pursuant to the terms of the Security Agreement) is
a true, correct, and complete listing of all such registered patents, patent
applications, trademarks, trademark applications, copyrights and copyright
applications as to which such Credit Party or one of its Subsidiaries is the
owner or is an exclusive licensee.


4.16        Leases. 
Each Credit Party and its Subsidiaries enjoy undisturbed possession
under all leases material to their business and to which they are parties or
under which they are operating and all of such material leases are valid and
subsisting and no material default by such Credit Party or its Subsidiaries
exists under any of them.


4.17        Deposit Accounts and Securities Accounts.  Set forth on Schedule 4.17 to the
Disclosure Letter is a listing of all of each Credit Party’s and its U.S.
Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect
to each bank or securities intermediary (a) the name and address of such
Person, and (b) the account numbers of the Deposit Accounts or Securities
Accounts maintained with such Person.


4.18        Complete Disclosure.  All factual information (taken as a whole)
furnished by or on behalf of any Credit Party or their respective Subsidiaries
in writing to Agent or any Lender (including all information contained in the
Schedules hereto, to the Disclosure Letter or in the other Loan Documents) for
purposes of or in connection with this Agreement, the other Loan Documents, or
any transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of any
Credit Party or their respective Subsidiaries in writing to Agent or any Lender
will be, true and accurate in all material respects on the date as of which
such information is dated or certified and not incomplete by omitting to state
any fact necessary to make such information (taken as a whole) not misleading
in any material respect at such time in light of the circumstances under which
such information was provided.  On the
Closing Date, the Closing Date Projections represent, and as of the date on
which any other Projections are delivered to Agent, such additional Projections
represent the Credit Parties’ good faith estimate of their and their respective
Subsidiaries’ future performance for the periods covered thereby based upon
assumptions believed by the Credit Parties to be reasonable at the time of the
delivery thereof to Agent (it being understood that such projections and
forecasts are subject to uncertainties and contingencies, many of which are
beyond



 24
 









the
control of the Credit Parties and their Subsidiaries and no assurances can be
given that such projections or forecasts will be realized).


4.19        Indebtedness.  Set forth on Schedule 4.19 to the
Disclosure Letter is a true and complete list of all Indebtedness of each
Credit Party and each Subsidiary of a Credit Party outstanding immediately
prior to the Closing Date that is to remain outstanding after the Closing Date
and such Schedule accurately sets forth the aggregate principal amount of such
Indebtedness, the amount and frequency of all scheduled payments of such
Indebtedness, the interest rate on such Indebtedness and the maturity date of
such Indebtedness.


4.20        Material Contracts.  Set forth on Schedule 4.20 to the
Disclosure Letter (which the Credit Parties may amend from time to time to
delete Material Contracts no longer in effect or to add additional Material
Contracts so long as such amendment occurs by written notice to Agent not less
than 5 Business Days after the date on which a Credit Party enters into such
Material Contract after the Closing Date and a copy thereof is delivered to
Agent with such notice) is a complete and accurate list, of all Material
Contracts.  True, correct and complete
copies of all Material Contracts, and all material amendments, modifications
and supplements thereto, have been delivered to Agent.  Except for matters which, either individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change, each Material Contract (other than those that have expired at
the end of their normal terms): (a) is in full force and effect and is binding
upon and enforceable against each Credit Party, and to the Credit Parties’ best
knowledge, each other Person that is a party thereto in accordance with its
terms, (b) has not been otherwise amended or modified in any manner except to
the extent that such amendment or modification could not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Change,
and (c) is not in default due to the action or inaction of any Credit Party.


4.21        Issuance of Stock Options.  As of the Closing Date, the Parent has conducted
an initial investigation of the issuance of all Stock options issued by the
Parent since the Parent became a public reporting company under the Exchange
Act in order to determine whether (a) all publicly reported grants were in fact
authorized by appropriate action of the Board of Directors of the Parent and
(b)  whether the
effective dates of such Stock option grants are consistent with what is
publicly reported and appear in the Parent’s human resource records.  The results of such investigation have not,
in the reasonable determination of the Parent, resulted in the need for
reporting of any matters to any applicable Governmental Authority or other
reporting necessary to comply with any applicable laws, rules or regulations.


5.             AFFIRMATIVE COVENANTS.


Each
Credit Party covenants and agrees that, until termination of all of the
Commitments and payment in full of the Obligations, such Credit Party shall and
shall cause each of their respective Subsidiaries to do all of the following:


5.1          Accounting System.  Maintain a system of accounting that enables
the Credit Parties to produce financial statements in accordance with GAAP and
maintain records pertaining to the Collateral that contain information as from
time to time reasonably may be requested by Agent.  Borrowers also shall keep a reporting system
that shows all additions, sales, claims, returns, and allowances with respect
to their and their Subsidiaries’ sales.


5.2          Collateral Reporting.  Provide Agent (and if so requested by Agent,
with copies for each Lender: (a) as soon as available, but in any event within
10 Business Days after the end of each of Parent’s fiscal months (i) a Loan
Limit Certificate, (ii) a detailed report (which shall include the Borrowers’
internally prepared monthly statement as to compliance with the Investment
Policy and, to the extent not already provided by the applicable banks,
financial institutions and securities intermediaries pursuant to a Control
Agreement, copies of the monthly statements issued by such Persons) regarding
Borrowers’ and their Subsidiaries’ cash and Cash Equivalents, including an
indication of which amounts (A) constitute Qualified Cash, (B) are held by
Second Street or any other Subsidiary of a Borrower that is not a Credit Party,
(C) are



 25
 









held
in Deposit Accounts or Securities Accounts not located within the United States
and (D) constitute cash collateral subject to the Lien of any Person other than
Agent, and (iii) a detailed report regarding Borrowers’ and their Subsidiaries’
deferred revenue analysis, and (b) in the event Excess Availability plus
Qualified Cash is less than $50,000,000 as of any date of determination or a
Default or Event of Default shall have occurred and be continuing, each of the
reports set forth on Schedule 5.2 at the times specified therein.


5.3          Financial Statements, Reports, Certificates.  Provide Agent (and if so requested by Agent,
with copies for each Lender): (a) as soon as available, but in any event within
30 days prior to the start of each of Parent’s fiscal years, copies of Parent’s
Projections, in form and substance (including as to scope and underlying
assumptions) satisfactory to Agent, in its Permitted Discretion, for the
forthcoming 3 years, year by year, and for the forthcoming fiscal year, quarter
by quarter, certified by the chief financial officer of Parent as being such
officer’s good faith estimate of the financial performance of Parent during the
period covered thereby, (b) as soon as available, but in any event within 90
days after the end of each of Parent’s fiscal years, consolidated and
consolidating financial statements of Parent and its Subsidiaries for each such
fiscal year, audited by independent certified public accountants reasonably
acceptable to Agent and certified, without any qualifications (including any
(A) ”going concern” or like qualification or exception,
(B) qualification or exception as to the scope of such audit, or
(C) qualification which relates to the treatment or classification of any
item and which, as a condition to the removal of such qualification, would
require an adjustment to such item, the effect of which would be to cause any
noncompliance with the provisions of Section 6.16), by such
accountants to have been prepared in accordance with GAAP (such audited
financial statements to include a balance sheet, income statement, and
statement of cash flow and, if prepared, such accountants’ letter to
management), (c) if and when filed by any Credit Party, such Credit Party’s
Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current
reports filed with the SEC, and (d) in the event Excess Availability plus
Qualified Cash is less than $50,000,000 as of the most recent date of delivery
of the reports and certificate required under Section 5.2(a), or a
Default or Event of Default shall have occurred and be continuing, each of the
financial statements, reports, or other items set forth on Schedule 5.3
at the times specified therein.  In
addition, each Credit Party agrees that none of its Subsidiaries will have a
fiscal year different from that of such Credit Party.


5.4          Credit Party Reports.  Cause each Credit Party to deliver its annual
financial statements at the time when Parent provides its audited financial
statements to Agent, but only to the extent such Credit Party’s financial
statements are not consolidated with Parent’s financial statements.


5.5          Inspection.  Permit Agent, each Lender (if accompanied by
Agent), and each of their duly authorized representatives or agents to visit
any of its properties and audit and inspect any of its assets or books and
records, to examine and make copies of its books and records, and to discuss
its affairs, finances, and accounts with, and to be advised as to the same by,
its officers and employees at such reasonable times (which, unless a Default or
Event of Default exists, shall be during normal business hours) and intervals
(which, unless a Default or Event of Default exists, shall (a) be no more than
twice in any one calendar year, (b) not occur during the 15 days prior to the
end of each of Parent’s fiscal quarters nor during the 15 days after the end of
each of Parent’s fiscal quarters and (c) not exceed 10 Business Days in
duration in the aggregate during any one calendar year) as Agent or any such
Lender may designate and, so long as no Default or Event of Default exists,
with reasonable prior notice to Administrative Borrower.


5.6          Maintenance of Properties.  Maintain and preserve all of their properties
which are necessary or useful in the proper conduct of their business in good
working order and condition, ordinary wear, tear, and casualty excepted (and
except where the failure to do so could not be expected to result in a Material
Adverse Change), and comply at all times with the provisions of all material
leases to which it is a party as lessee, so as to prevent any loss or
forfeiture thereof or thereunder.


5.7          Taxes. 
Cause all assessments and taxes, whether real, personal, or otherwise,
in excess of $250,000, in the aggregate, due or payable by, or imposed, levied,
or assessed against such Credit Party, its Subsidiaries, or any of their
respective assets to be paid in full, before delinquency or before the
expiration of



 26
 









any
extension period, except to the extent that the validity of such assessment or
tax shall be the subject of a Permitted Protest.  Each Credit Party will and will cause their
Subsidiaries to make timely payment or deposit of all tax payments and
withholding taxes in excess of $250,000, in the aggregate, required of them by
applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state
disability, and local, state, and federal income taxes, and will, upon written
request, furnish Agent with proof satisfactory to Agent (such as a copy of the
receipt evidencing payment) indicating that the applicable Credit Party or
Subsidiary of a Credit Party has made such payments or deposits.  It is understood and agreed that nothing set
forth in this Section 5.7 shall preclude Agent from imposing any reserve
under Section 2.1(b) with respect to any unpaid assessments or taxes.


5.8          Insurance.


(a)           At the Credit
Parties’ expense, maintain insurance respecting their respective, and their
respective Subsidiaries’, assets wherever located, covering loss or damage by
fire, theft, explosion, and all other hazards and risks as the Credit Parties
deem advisable in the exercise of their reasonable business judgment.  The Credit Parties also shall maintain
business interruption, public liability, and product liability insurance, as
well as insurance against larceny, embezzlement, and criminal
misappropriation.  All such policies of
insurance shall be in such amounts and with such insurance companies as are
reasonably satisfactory to Agent.  Except
as otherwise required pursuant to Schedule 3.1, within 30 days after the
Closing Date, Credit Parties shall deliver certified copies of all such
policies to Agent with an endorsement naming Agent as a loss payee (as its
interests may appear) under a satisfactory lender’s loss payable endorsement or
additional insured, as appropriate.  Each
policy of insurance or endorsement shall contain a clause requiring the insurer
to give not less than 30 days prior written notice to Agent in the event of
cancellation of the policy for any reason whatsoever.


(b)           Administrative
Borrower shall give Agent prompt notice of any loss exceeding $250,000 covered
by such insurance.  So long as no Event
of Default has occurred and is continuing, the applicable Credit Party shall
have the exclusive right to adjust any losses payable under any such insurance
policies which are less than $250,000. 
Following the occurrence and during the continuation of an Event of
Default, or in the case of any losses payable under such insurance exceeding
$250,000, Agent shall have the exclusive right to adjust any losses payable
under any such insurance policies, without any liability to any Credit Party
whatsoever in respect of such adjustments; provided, however, so
long as (A) no Default or Event of Default shall have occurred and is
continuing, (B) Administrative Borrower shall have given Agent prior written
notice of the applicable Credit Party’s intention to apply such insurance
proceeds to the costs of replacement of the properties or assets that are the
subject of such loss or the cost of purchase or construction of other assets
useful in the business of such Credit Party, (C) such insurance proceeds are
held in a cash collateral account in which Agent has a perfected first-priority
security interest, and (D) the applicable Credit Party completes such
replacement, purchase, or construction within 180 days after the initial
receipt of such insurance proceeds, the applicable Credit Party shall have the
option to apply such insurance proceeds to the costs of replacement of the
property or assets that are the subject of such loss or the costs of purchase
or construction of other assets useful in the business of such Credit Party
unless and to the extent that such applicable period shall have expired without
such replacement, purchase or construction being made or completed, in which case,
any amounts remaining in the cash collateral account shall be paid to Agent and
applied to the Obligations.


(c)           Credit Parties will
not, and will not suffer or permit any of their respective Subsidiaries to,
take out separate insurance concurrent in form or contributing in the event of
loss with that required to be maintained under this Section 5.8, unless
Agent is included thereon as an additional insured or a loss payee, as its
interests may appear, under a lender’s loss payable endorsement.  Administrative Borrower promptly shall notify
Agent whenever such separate insurance is taken out, specifying the insurer
thereunder and full particulars as to the policies evidencing the same, and
copies of such policies promptly shall be provided to Agent.



 27
 









5.9          Location of Inventory and Equipment.  Keep the Credit Parties’ and their
Subsidiaries’ Inventory and Equipment (other than vehicles and Equipment out
for repair and Inventory and Equipment in transit to or between the locations
identified on Schedule 4.5 to the Disclosure Letter) and material
books and records only at the locations identified on Schedule 4.5
to the Disclosure Letter and their chief executive offices only at the
locations identified on Schedule 4.7(b) to the Disclosure Letter; provided,
however, that (a) Administrative Borrower may amend Schedule 4.5
to the Disclosure Letter or Schedule 4.7(b) to the Disclosure
Letter by written notice to Agent to include (i) locations for which Agent has
received a Collateral Access Agreement or (ii) other locations within the
continental United States to the extent the aggregate book value of all
Inventory and Equipment at such locations does not exceed $500,000 in the
aggregate as of any date of determination and (b) the Credit Parties agree,
upon the request of Agent, to use commercially reasonable efforts to provide
Agent with a Collateral Access Agreement with respect to any location of
Inventory or Equipment of a Credit Party established after the Closing Date and
with respect to any bailee, warehousing or other such arrangement entered into
by a Credit Party after the Closing Date which contain or relate to Inventory
and/or Equipment having a book value in excess of $500,000 in the aggregate for
all such locations or arrangements. 
Nothing in this Section 5.9 shall preclude Agent from imposing
any reserve under Section 2.1(b) with respect to any location of
Inventory or Equipment for which Agent has not received a Collateral Access
Agreement or has received a Collateral Access Agreement that is not satisfactory
to Agent.


5.10        Compliance with Laws.  Comply with the requirements of all
applicable laws, rules, regulations, and orders of any Governmental Authority,
other than laws, rules, regulations, and orders the non-compliance with which,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Change.


5.11        Leases. 
Pay when due all rents and other material amounts payable under any
material leases to which such Credit Party or any Subsidiary of such Credit
Party is a party or by which any Credit Party’s or any of its Subsidiaries’
properties and assets are bound, unless such payments are the subject of a
Permitted Protest.


5.12        Existence.  Except as permitted by Section 6.3, at
all times preserve and keep in full force and effect each Credit Party’s and
each of its Subsidiaries’ (a) valid existence, (b) good standing, except as
could not reasonably be expected to result in a Material Adverse Change, and
(c) rights, franchises, permits, licenses, accreditations, authorizations, or
other approvals material to their businesses.


5.13        Environmental.


(a)           Keep any property
either owned or operated by any Credit Party or any Subsidiary of a Credit
Party free of any Environmental Liens or post bonds or other financial assurances
sufficient to satisfy the obligations or liability evidenced by such
Environmental Liens, (b) comply with Environmental Laws, except where
failure to do so could not reasonably be expected to result in an Environmental
Lien on any Collateral or result in a Material Adverse Change, and provide to
Agent documentation of such compliance which Agent reasonably requests,
(c) promptly notify Agent of any release of a Hazardous Material in any
reportable quantity from or onto property owned or operated by any Credit Party
or any Subsidiary of a Credit Party and take any Remedial Actions required to
abate said release or otherwise to come into compliance with applicable
Environmental Law, except where failure to come into compliance could not
reasonably be expected to result in an Environmental Lien on any Collateral or
result in a Material Adverse Change, and (d) promptly, but in any event
within 5 Business Days of its receipt thereof, provide Agent with written
notice of any of the following: 
(i) notice that an Environmental Lien has been filed against any of
the real or personal property of any Credit Party or any Subsidiary of a Credit
Party, (ii) commencement of any Environmental Action or notice that an
Environmental Action will be filed against any Credit Party or any Subsidiary
of a Credit Party, and (iii) notice of a violation, citation, or other
administrative order which reasonably could be expected to result in a Material
Adverse Change.



 28















5.14        Disclosure Updates.  Promptly and in no event later than 5
Business Days after obtaining knowledge thereof, (a) notify Agent if any
written information, exhibit, or report furnished to the Lender Group
contained, at the time it was furnished, any untrue statement of a material
fact or omitted to state any material fact necessary to make the statements
contained therein not misleading in light of the circumstances in which made
and (b) provide to Agent notice of any changes or other modifications to the
Investment Policy.  The foregoing to the
contrary notwithstanding, any notification pursuant to the foregoing provision
will not cure or remedy the effect of the prior untrue statement of a material
fact or omission of any material fact nor shall any such notification have the
effect of amending or modifying this Agreement or any of the Schedules hereto
or to the Disclosure Letter.


5.15        Control Agreements.  Take all reasonable steps requested by Agent
in order for Agent to obtain control in accordance with Sections 8-106,
9-104, 9-105, 9-106, and 9-107 of the Code with respect
to (subject to the proviso contained in Section 6.12) all of its
Securities Accounts, Deposit Accounts, electronic chattel paper, investment
property, and letter-of-credit rights.


5.16        Formation of Subsidiaries.  At the time that any Credit Party forms any
direct or indirect Subsidiary or acquires any direct or indirect Subsidiary
after the Closing Date, such Credit Party shall, as Agent may request
(a) cause such new Subsidiary to provide to Agent a joinder hereto, to the
Guaranty and the Security Agreement, together with such other security
documents (including Mortgages with respect to any Real Property of such new
Subsidiary having a value of $250,000 or more) and joinders to such other Loan
Documents as Agent may request, as well as appropriate financing statements
(and with respect to all property subject to a Mortgage, fixture filings), all
in form and substance satisfactory to Agent in its Permitted Discretion
(including being sufficient to grant Agent a first priority Lien (subject to
Permitted Liens) in and to the assets of such newly formed or acquired
Subsidiary), (b) provide to Agent a pledge agreement and appropriate
certificates and powers and/or financing statements, hypothecating all of the
direct or beneficial ownership interest in such new Subsidiary, in form and
substance satisfactory to Agent in its Permitted Discretion, and
(c) provide to Agent all other documentation, including one or more
opinions of counsel satisfactory to Agent in its Permitted Discretion, which in
its opinion is appropriate with respect to the execution and delivery of the
applicable documentation referred to above (including policies of title
insurance or other documentation with respect to all property subject to a
Mortgage).  Any document, agreement, or
instrument executed or issued by a Credit Party pursuant to this Section 5.16
shall be a Loan Document. 
Notwithstanding the foregoing, if (x) a Subsidiary that is so formed or
acquired is a Controlled Foreign Corporation, then clause (a) of the
immediately preceding sentence shall not be applicable and, with respect to
clause (b) of the immediately preceding sentence, such pledge shall be limited
to 65% of the voting power of all classes of capital Stock of such Subsidiary
entitled to vote and 100% of all other classes of Stock of such Subsidiary; provided,
that immediately upon any amendment of the IRC that would allow the pledge of a
greater percentage of the voting power of capital Stock in such Subsidiary
without adverse tax consequences, such pledge shall include such greater
percentage of capital Stock of such Subsidiary from that time forward or (y) at
the time of acquisition of any such direct or indirect Subsidiary, the Credit
Party acquiring such Subsidiary delivers to Agent a certificate, duly executed
by the chief financial officer of such Credit Party indicating that such
Subsidiary is to be merged into a Credit Party, then, unless such merger has
not occurred within 30 days after the date of acquisition of such Subsidiary
(or, if such acquisition constituted a Permitted Non-Cash Acquisition, 60 days
after the date of such acquisition), such Subsidiary shall not be required to
execute any joinder or other such documentation as otherwise required by this Section 5.16;
provided, however, with respect to any such Subsidiary to be
merged into a Credit Party, all certificates evidencing the Stock of such
Subsidiary, if any, shall be delivered to Agent along with all related
documentation required under this Section 5.16 within 5 Business
Days of the acquisition of such Subsidiary.


5.17        ERISA Compliance.


(a)           Each Credit Party
shall do, and shall cause each of their respective Subsidiaries and ERISA
Affiliates to do, each of the following: 
(i) maintain each Plan in compliance in all material respects with the
applicable provisions of ERISA, the IRC and each other applicable federal or
state law; (ii) cause each



 29
 









Qualified
Plan to maintain its qualified status under Section 401(a) of the IRC; (iii)
make all required contributions to each Pension Plan and all material
contributions to each other Plan; (iv) not become a party to any Multiemployer
Plan; (v) ensure that all liabilities under each Plan are (A) funded to at
least the minimum level required by law or, if higher, to the level required by
the terms governing such Plan; (B) insured with a reputable insurance company,
if applicable; and (C) provided for or recognized in the financial statements
most recently delivered to Agent under Section 5.3 (to the extent
required by GAAP); and (vi) ensure that the contributions or premium payments
to or in respect of each Plan are and continue to be promptly paid at no less
than the rates required under the rules of such Plan and in accordance with the
most recent actuarial advice received in relation to such Plan and applicable
law.


(b)           Deliver to Agent
such certifications or other evidence of compliance with the provisions of Section
4.13 for any Pension Plans as Agent may from time to time reasonably request.


(c)           Promptly notify
Agent of each of the following ERISA Events affecting any Credit Party, any of
their respective Subsidiaries or any ERISA Affiliates (but in no event more
than ten (10) days after such event), together with a copy of each notice with
respect to such event that may be required to be filed with a Governmental
Authority and each notice delivered by a Governmental Authority to any Credit
Party, any of their respective Subsidiaries or any ERISA Affiliates with
respect to such event:


(i)            an ERISA Event;


(ii)           the adoption of any new Pension Plan
by any Credit Party, any of their respective Subsidiaries or any ERISA
Affiliates;


(iii)          the adoption of any amendment to a
Pension Plan, if such amendment will result in a material increase in benefits
or unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA);
or


(iv)          the commencement of contributions by
any Credit Party, any of their respective Subsidiaries or any ERISA Affiliate
to any Plan that is subject to Title IV of ERISA or section 412 of the IRC;


(d)           Promptly deliver to
Agent copies of (i) each Schedule B (Actuarial Information) to the annual
report (Form 5500 Series) filed by any Credit Party, any of their respective
Subsidiaries or any ERISA Affiliates with the Internal Revenue Service with
respect to each Pension Plan; (ii) all notices received by any Credit Party,
any of their respective Subsidiaries or any of their respective ERISA
Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and
(iii) such other documents or governmental reports or filings relating to any
Plan as Agent shall reasonably request.


5.18        Restructuring of Cash Management.  In the event, as of the most recent date of
delivery of the reports and certificate required under Section 5.2(a),
Excess Availability plus Qualified Cash is less than $35,000,000 or a Default
or Event of Default has occurred and is continuing, then (a) within 5 Business
Days after the date such reports and certificates are delivered, the
Administrative Borrower shall establish two separate Deposit Accounts to serve
as the Designated Account and Cash Management Account of the Administrative
Borrower and provide to Agent, within 5 Business Days after the date such
Deposit Accounts are established, Control Agreements with respect to such
Deposit Accounts and (b) within 5 Business Days after the date such reports and
certificates are delivered, the other Borrowers, as necessary, shall establish
Cash Management Accounts that do not serve as operating Deposit Accounts for
such Borrowers and provide to Agent, within 5 Business Days after the date such
Deposit Accounts are established, Control Agreements with respect to such
Deposit Accounts.


5.19        Further Assurances.  At any time upon the request of Agent, the
Credit Parties shall execute or deliver to Agent, and shall cause their
Subsidiaries to execute or deliver to Agent, any and all financing



 30
 









statements,
fixture filings, security agreements, pledges, assignments, endorsements of
certificates of title, mortgages, deeds of trust, opinions of counsel, and all
other documents (collectively, the “Additional Documents”) that Agent
may reasonably request in form and substance satisfactory to Agent in its
Permitted Discretion, to create, perfect, and continue perfected or to better
perfect the Agent’s Liens in all of the properties and assets of such Credit
Parties and their Subsidiaries (whether now owned or hereafter arising or
acquired, tangible or intangible, real or personal), to create and perfect
Liens in favor of Agent in any Real Property acquired by any Credit Party or
its Subsidiaries after the Closing Date which has a value of $250,000 or more,
and in order to fully consummate all of the transactions contemplated hereby
and under the other Loan Documents.  To
the maximum extent permitted by applicable law, the Credit Parties authorize
Agent to execute any such Additional Documents in such Credit Party’s or its
Subsidiaries’ names, as applicable, and authorizes Agent to file such executed
Additional Documents in any appropriate filing office.  Without limiting the foregoing and
notwithstanding the provisions of item (d)(vii) on Schedule 3.1, at any
time upon the request of Agent, the Credit Parties shall cause all original
certificates evidencing Stock which is or is intended to be subject to Agent’s
Lien to be promptly delivered to Agent along with stock powers therefor,
executed in blank and otherwise in form and substance satisfactory to Agent.


5.20        Post Closing Requirements.  Within 30 days after the Closing Date, deliver
to Agent:


(a)           all original
certificates evidencing the Stock of all non-U.S. Subsidiaries of Parent
pledged pursuant to the Security Agreement along with stock powers therefor
duly executed in blank and otherwise in form and substance satisfactory to Agent,
or, to the extent no such certificate is available, evidence of the notation of
Agent’s Lien on such Stock in the share registry of such non-U.S. Subsidiary,
together with updated Schedules 4.8(c) and 4 to the Disclosure
Letter which are complete and accurate as of such date;


(b)           evidence, in form
and substance satisfactory to Agent, of either (i) the acknowledgment by the
applicable Governmental Authority of the receipt of all documentation and
payments necessary to release the tax Liens listed on Schedule 5.20(b)
to the Disclosure Letter or (ii) the Credit Parties’ non-affiliation with the
debtor listed on such tax Liens, it being understood and agreed that nothing
set forth in this Section 5.20(b) shall preclude Agent from imposing any
reserve under Section 2.1(b) with respect to such tax Liens;


(c)           evidence, in form
and substance satisfactory to Agent, that Parent has submitted all filings
necessary to register in Parent’s name all intellectual property listed on Schedule
4.15 to the Disclosure Letter which is registered in the name of a
predecessor in interest to Parent; and


(d)           evidence, in form
and substance satisfactory to Agent, that each Credit Party has filed
applications and taken any and all other actions reasonably necessary to
register the set or collection of Copyrights (as defined in the Security
Agreement) relating to each item of Software (as defined in the Security
Agreement), and each new major release of such Software, of such Credit Party
constituting the Required Library (as defined in the Security Agreement) as of
the Closing Date, in good faith and in accordance with the procedures and
regulations of the United States Copyright Office and in a manner sufficient to
impart constructive notice of such Credit Party’s ownership thereof.


6.             NEGATIVE COVENANTS.


Each
Credit Party covenants and agrees that, until termination of all of the
Commitments and payment in full of the Obligations, such Credit Party will not
and will not permit any of its Subsidiaries to do any of the following:


6.1          Indebtedness.  Create, incur, assume, suffer to exist,
guarantee, or otherwise become or remain, directly or indirectly, liable with
respect to any Indebtedness, except:



 31
 









(a)           Indebtedness
evidenced by this Agreement and the other Loan Documents, together with
Indebtedness owed to Underlying Issuers with respect to Underlying Letters of
Credit,


(b)           Indebtedness set
forth on Schedule 4.19 to the Disclosure Letter and any Refinancing
Indebtedness in respect of such Indebtedness,


(c)           Permitted Purchase
Money Indebtedness and any Refinancing Indebtedness in respect of such
Indebtedness,


(d)           endorsement of
instruments or other payment items for deposit,


(e)           Indebtedness
comprising Permitted Investments,


(f)            to the extent
subject to the Intercompany Subordination Agreement, Indebtedness owing to any
Credit Party or Subsidiary of a Credit Party who is a party to the Intercompany
Subordination Agreement,


(g)           unsecured
Indebtedness under Hedge Agreements entered into in the ordinary course of
business and not for speculative purposes,


(h)           unsecured
Indebtedness that is (i) on terms and conditions satisfactory to Agent and (ii)
subordinated to the Obligations pursuant to a Subordination Agreement
satisfactory to Agent in form and substance,


(i)            guaranties by any
Credit Party of Indebtedness otherwise permitted under this Section 6.1,


(j)            unsecured
Indebtedness of a Credit Party that is incurred on the date of the consummation
of a Permitted Non-Cash Acquisition solely for the purpose of consummating such
Permitted Non-Cash Acquisition so long as (i) no Event of Default has occurred
and is continuing or would result therefrom, (ii) such unsecured Indebtedness
is not incurred for working capital purposes, (iii) such unsecured Indebtedness
does not mature prior to the date that is 12 months after the Maturity Date,
and (iv) such Indebtedness is subordinated in right of payment to the
Obligations pursuant to a Subordination Agreement satisfactory to Agent in form
and substance;


(k)           Indebtedness in
respect of deferred consideration payable under Section 2.3 of that certain
Share Acquisition Agreement, dated as of December 1, 2006, by and among Parent,
East Circle Solutions, Inc. and Scott Bieker, as in effect on the date hereof
and disclosed to Agent, and


(l)            other unsecured Indebtedness
in an aggregate principal amount not exceeding $1,000,000 at any one time
outstanding;


provided, however,
no Credit Party shall guaranty or otherwise become or remain, directly or
indirectly, liable with respect to any obligations of Second Street.


6.2          Liens. 
Create, incur, assume, or suffer to exist, directly or indirectly, any
Lien on or with respect to any of its assets, of any kind, whether now owned or
hereafter acquired, or any income or profits therefrom, except for Permitted
Liens.


6.3          Restrictions on Fundamental Changes.  Except for (w) mergers entered into in
connection with Permitted Acquisitions; provided, that, if Parent
is a party to any such merger, Parent must be the surviving entity with respect
to such merger, (x) any merger or dissolution of which Agent has received
prompt written notice and which is a merger or dissolution of (i) a Borrower
with respect to which another



 32
 









Borrower
is the surviving entity or recipient of all proceeds of such dissolution, (ii)
a Guarantor with respect to which any Credit Party is the surviving entity or
recipient of all proceeds of such dissolution, or (iii) any Subsidiary of any
Credit Party that is not also a Credit Party with respect to which a Credit
Party or another Subsidiary of a Credit Party (other than Second Street) is the
surviving entity or recipient of all proceeds of such dissolution, (y)
Permitted Dispositions and (z) mergers which will result in the termination of
this Agreement and the repayment in full of the Obligations in accordance with
the terms of this Agreement:


(a)           enter into any
merger, consolidation, reorganization, or recapitalization, or reclassify its
Stock,


(b)           liquidate, wind up,
or dissolve itself (or suffer any liquidation or dissolution), or


(c)           suspend or go out of
a substantial portion of its or their business.


6.4          Disposal of Assets.  Other than Permitted Dispositions and
Permitted Investments, convey, sell, lease, license, assign, transfer, or
otherwise dispose of (or enter into an agreement to convey, sell, lease,
license, assign, transfer or otherwise dispose of unless, as a result of the
transactions contemplated by such agreement, this Agreement will be terminated
and the Obligations repaid in full in accordance with the terms of this
Agreement) any of the assets of any Credit Party or any Subsidiary of a Credit
Party, whether in one transaction or in a series of transactions.


6.5          Change Name.  Change any Credit Party’s or any of its
Subsidiaries’ name, organizational identification number, state of organization,
or organizational identity; provided, however, that a Credit
Party or a Subsidiary of a Credit Party may change its name so long as such
Credit Party notifies Agent thereof in writing and: (a) at the time of such
written notification, such Credit Party provides any financing statements or
other such documentation necessary to perfect and continue perfected the Agent’s
Liens and (b) within 5 Business Days after such name change is effective, such
Credit Party or such Subsidiary, as applicable, provides Agent with evidence of
such name change (including copies of any related public filings).


6.6          Nature of Business.  Make any change in the principal nature of
their business as conducted on the Closing Date and disclosed to Agent, other
than engaging in business activities related, complimentary or incidental
thereto; provided, that in the case of Second Street, Second
Street shall not (a) engage in any business activity other than acting as an
SEC-registered broker/dealer that provides independent research and brokerage
services to institutional investors and registered investment advisors on a
fully-disclosed basis, and the ability for such investors and advisors to pay
for products and other third-party provided services through brokerage
commissions and other fee-based arrangements and (b) incur any liabilities
other than in the ordinary course of its business.


6.7          Payments and Amendments.  Except in connection with Refinancing
Indebtedness permitted by Section 6.1,


(a)           optionally prepay,
redeem, defease, purchase, or otherwise acquire any Indebtedness of any Credit
Party or any Subsidiary of a Credit Party prior to the maturity thereof, other
than (i) the Obligations in accordance with this Agreement and (ii) the
conversion of Indebtedness to equity and in connection therewith, payments of
cash in lieu of issuing fractional shares of Stock.


(b)           make any payment on
account of any Indebtedness if such payment is not permitted at such time under
the Subordination Agreement related to such Indebtedness (if any), or


(c)           directly or
indirectly, amend, modify, alter, increase, or change any of the terms or
conditions of any agreement, instrument, document, indenture, or other writing
evidencing or concerning (i) any Subordinated Indebtedness unless expressly
permitted under the terms of the applicable Subordination Agreement or (ii)
Indebtedness permitted under Section 6.1(b).



 33
 









6.8          [Reserved.]


6.9          Consignments.  Consign any of their Inventory or sell any of
their Inventory on bill and hold, sale or return, sale on approval, or other
conditional terms of sale.


6.10        Distributions.  Except for Permitted Distributions, make any
distribution or declare or pay any dividends (in cash or other property) on, or
purchase, acquire, redeem, or retire any of any Credit Party’s Stock, of any
class, whether now or hereafter outstanding.


6.11        Accounting Methods.  Modify or change their fiscal year or their
method of accounting (other than as may be required to conform to GAAP).


6.12        Investments.  Except for Permitted Investments, directly or
indirectly, make or acquire any Investment, or incur any liabilities (including
contingent obligations) for or in connection with any Investment; provided,
however, that (a) no Credit Party or any of its Subsidiaries (other than
Second Street) shall have cash, Cash Equivalents and other Permitted
Investments (other than in the Cash Management Accounts) in Deposit Accounts or
Securities Accounts (other than Deposit Accounts exclusively used to fund
payroll obligations): (i) located in the United States in an amount in excess
of $25,000 in the aggregate at any one time unless such Credit Party or such
Subsidiary, as applicable, and the applicable securities intermediary or bank
have entered into a Control Agreement governing such cash, Cash Equivalents and
other Permitted Investments in order to perfect (and further establish) the
Agent’s Liens therein or (ii) located outside the United States in an amount in
excess of $5,500,000 in the aggregate at any one time unless such Credit Party
or such Subsidiary, as applicable, and the applicable securities intermediary
or bank have entered into a Control Agreement governing such cash, Cash
Equivalents and other Permitted Investments in order to perfect (and further
establish) the Agent’s Liens therein and (b) Second Street shall not have cash,
Cash Equivalents and other Permitted Investments in an aggregate amount in
excess of $5,500,000 for more than five (5) consecutive Business Days.  Subject to the foregoing proviso, the Credit
Parties shall not and shall not permit their respective Subsidiaries to
establish or maintain any Deposit Account or Securities Account unless Agent
shall have received a Control Agreement in respect of such Deposit Account or
Securities Account.


6.13        Transactions with Affiliates.  Directly or indirectly enter into or permit
to exist any transaction with any Affiliate of any Credit Party except for:


(a)           transactions (other
than the payment of management, consulting, monitoring, or advisory fees)
between Credit Parties or their Subsidiaries (other than Second Street), on the
one hand, and any Affiliate of Credit Parties or their Subsidiaries (other than
Second Street), on the other hand, so long as such transactions (i) are
upon fair and reasonable terms, (ii) are fully disclosed to Agent if they
involve one or more payments by any Credit Party or any of Subsidiary of a
Credit Party in excess of $500,000 for any single transaction or series of
transactions, and (iii) are no less favorable to Credit Parties or their
Subsidiaries, as applicable, than would be obtained in an arm’s length
transaction with a non-Affiliate;


(b)           the payment of
reasonable fees, compensation, or employee benefit arrangements to, and any
indemnity provided for the benefit of, officers, employees and outside
directors of Parent and any of its Subsidiaries in the ordinary course of
business and consistent with industry practice;


(c)           transactions
contemplated by that certain Service Agreement, dated May 3, 2004, by and
between Parent and Advent Europe Limited, as such agreement is in effect on the
date hereof and disclosed to Agent, and transactions contemplated by any other
agreement on substantially the same terms between any Credit Party and any of
its Subsidiaries; and


(d)           transactions that
are expressly permitted under the terms of Sections 6.3 or 6.4.



 34
 









6.14        Use of Proceeds.  Use the proceeds of the Advances for any
purpose other than (a) to finance the repurchase of Parent’s Stock
pursuant to the Stock Repurchase Program so long as both before and after
giving effect to any such repurchase (i) no Default or Event of Default has
occurred or would occur and (ii) Excess Availability plus Qualified Cash equals
or exceeds $25,000,000, (b) to pay transactional fees, costs, and expenses
incurred in connection with this Agreement, the other Loan Documents, and the
transactions contemplated hereby and thereby, and (c) consistent with the
terms and conditions hereof, for its lawful and permitted purposes.


6.15        [Reserved.]


6.16        Financial Covenant.  In the event either (a) an Event of Default
has occurred and is continuing or (b) as of the most recent date of delivery of
the reports and certificate required under Section 5.2(a), Excess
Availability plus Qualified Cash is less than $50,000,000, have a Leverage
Ratio, measured as of the calendar quarter ending on or immediately prior to
such date of determination, of more than 3.0 to 1.00.


6.17        ERISA. 
(a) Terminate or permit any of their ERISA Affiliates to, terminate
any Pension Plan so as to result in any material liability to any Credit Party
or any of its Subsidiaries or any ERISA Affiliate, (b) permit to exist any
ERISA Event, or any other event or condition, which presents the risk of a
material liability to any ERISA Affiliate, (c) make a complete or partial
withdrawal (within the meaning of ERISA Section 4201) from any Multiemployer
Plan so as to result in any material liability to any Credit Party, any of its
Subsidiaries or any ERISA Affiliate, (d) except as may be required by
applicable law, enter into any new Plan or modify any existing Plan so as to
increase its obligations thereunder which could result in any material
liability to any ERISA Affiliate, (e) permit the present value of all
nonforfeitable accrued benefits under any Pension Plan (using the actuarial
assumptions utilized by the PBGC upon termination of a Pension Plan) materially
to exceed the fair market value of Pension Plan assets allocable to such
benefits, all determined as of the most recent valuation date for each such
Pension Plan, or (f) engage in any transaction which would cause any
obligation, or action taken or to be taken, hereunder (or the exercise by Agent
or any Lender of any of their rights under this Agreement or the other Loan
Documents) to be a non-exempt (under a statutory or administrative class
exemption) prohibited transaction under ERISA or Section 4975 of the IRC.


7.             EVENTS OF DEFAULT.


Any
one or more of the following events shall constitute an event of default (each,
an “Event of Default”) under this Agreement:


7.1          If
any Borrower fails to pay when due and payable, or when declared due and
payable, (a) all or any portion of the Obligations consisting of interest,
fees, or charges due the Lender Group, reimbursement of Lender Group Expenses,
or other amounts (other than any portion thereof constituting principal)
constituting Obligations (including any portion thereof that accrues after the
commencement of an Insolvency Proceeding, regardless of whether allowed or
allowable in whole or in part as a claim in any such Insolvency Proceeding), and
such failure continues for a period of 3 Business Days, or (b) all or any
portion of the principal of the Obligations;


7.2          If
any Credit Party or any Material Subsidiary of any Credit Party:


(a)           fails to perform or
observe any covenant or other agreement contained in any of Sections 2.7,
5.2, 5.3, 5.4, 5.5, 5.8, 5.12, 5.14,
5.16, 5.17, 5.18, 5.20 and 6.1 through 6.17
of this Agreement or Sections 6, 8 or 10 of the Security Agreement;


(b)           fails to perform or
observe any covenant or other agreement contained in any of Sections 5.6,
5.7, 5.9, 5.10, 5.11, 5.15 and 5.19
of this Agreement and such failure continues for a period of 10 Business Days
after the earlier of (i) the date on which such failure shall first become
known to any officer of



 35
 









the
applicable Credit Party or applicable Material Subsidiary or (ii) written
notice thereof is given to Administrative Borrower by Agent; or


(c)           fails to perform or
observe any covenant or other agreement contained in this Agreement, or in any
of the other Loan Documents to which such Credit Party is a party; in each
case, other than any such covenant or agreement that is the subject of another
provision of this Section 7 (in which event such other provision of
this Section 7 shall govern), and such failure continues for a
period of 30 days after the earlier of (i) the date on which such failure
shall first become known to any officer of such Credit Party or
(ii) written notice thereof is given to Administrative Borrower by Agent;


7.3          If
any material portion of any Credit Party’s or any of its Subsidiaries’ assets
is attached, seized, subjected to a writ or distress warrant, or is levied
upon, or comes into the possession of any third Person and the same is not
discharged before the earlier of 30 days after the date it first arises or 5
days prior to the date on which such property or asset is subject to forfeiture
by such Credit Party or the applicable Subsidiary;


7.4          If an
Insolvency Proceeding is commenced by any Credit Party or any Subsidiary of a
Credit Party;


7.5          If an
Insolvency Proceeding is commenced against any Credit Party or any Subsidiary
of a Credit Party, and any of the following events occur:  (a) the applicable Credit Party or
Subsidiary consents to the institution of such Insolvency Proceeding against
it, (b) the petition commencing the Insolvency Proceeding is not timely
controverted, (c) the petition commencing the Insolvency Proceeding is not
dismissed within 60 calendar days of the date of the filing thereof,
(d) an interim trustee is appointed to take possession of all or any
substantial portion of the properties or assets of, or to operate all or any
substantial portion of the business of, any Credit Party or any Subsidiary of a
Credit Party, or (e) an order for relief shall have been issued or entered
therein;


7.6          If
any Credit Party or any Subsidiary of a Borrower is enjoined, restrained, or in
any way prevented by court order from continuing to conduct all or any material
part of its business affairs;


7.7          If
one or more judgments, orders, or awards involving an aggregate amount of
$5,000,000 or more (excluding amounts covered by insurance pursuant to which
the insurer has accepted liability therefor in writing), or any lesser amount
at any time when Availability is less than the amount of such judgment, order
or award, shall, in either case, be entered or filed against any Credit Party
or any Material Subsidiary of any Credit Party or with respect to any of their
respective assets, and the same is not released, discharged, bonded against, or
stayed pending appeal before the earlier of 30 days after the date it first
arises or 5 days prior to the date on which such asset is subject to being
forfeited by the applicable Credit Party or the applicable Material Subsidiary;


7.8          If,
with respect to any other Indebtedness of any Credit Party or Material
Subsidiary of any Credit Party involving an aggregate amount of $1,000,000 or
more or any other Indebtedness which is subject to a Subordination Agreement,
(a) there is a default in one or more agreements to which any Credit Party or
any Material Subsidiary of a Credit Party is a party with one or more third
Persons relative to such Indebtedness, and such default (i) occurs at the
final maturity of the obligations thereunder, or (ii) results in a right by
such third Person(s), irrespective of whether exercised, to accelerate the
maturity of the applicable Credit Party’s or Material Subsidiary’s obligations
thereunder or otherwise seek payment or institute action with respect to such
Indebtedness or (b) any such Indebtedness shall be required to be prepaid or
redeemed (other than by a regularly scheduled required prepayment or redemption
permitted to be made under the terms of the Loan Documents), prior to the
stated maturity thereof;


7.9          If
any warranty, representation, statement, or Record made herein or in any other
Loan Document or made or delivered to Agent or any Lender in connection with
this Agreement or any other Loan



 36
 









Document
by any Credit Party, any Material Subsidiary of a Credit Party or any of their
respective officers, directors or managers proves to be untrue in any material
respect (or in any respect if such warranty, representation or statement, by
its terms, is already subject to a materiality qualifier) as of the date of
issuance or making or deemed making thereof;


7.10        If the
obligation of any Guarantor under the Guaranty is limited or terminated by
operation of law or by such Guarantor;


7.11        If the
Security Agreement or any other Loan Document that purports to create a Lien,
shall, for any reason, fail or cease to create a valid and perfected and,
except to the extent permitted by the terms hereof or thereof, first priority
Lien on or security interest in the Collateral covered hereby or thereby,
except as a result of a disposition of the applicable Collateral in a
transaction permitted under this Agreement; or


7.12        Any
material provision of any Loan Document shall at any time for any reason be
declared to be null and void, or the validity or enforceability thereof shall
be contested by any Credit Party or any Material Subsidiary of a Credit Party,
or a proceeding shall be commenced by any Credit Party or any Material
Subsidiary of a Credit Party, or by any Governmental Authority having
jurisdiction over any Credit Party or any Material Subsidiary of a Credit
Party, seeking to establish the invalidity or unenforceability thereof, or any
Credit Party or any Material Subsidiary of a Credit Party shall deny that it
has any liability or obligation purported to be created under any Loan
Document.


7.13        If there
occurs one or more ERISA Events which individually or in the aggregate results
in or otherwise is associated with liability of any Credit Party, any of its
Subsidiaries, or any of their respective ERISA Affiliates (collectively, the “Controlled
Group ERISA Affiliates”) (or is reasonably likely, as determined in the reasonable discretion of Agent,
to result in liability to any Credit Party, any of its Subsidiaries or any of
their respective Controlled Group ERISA Affiliates in the case of liability of
any of their respective ERISA Affiliates that are not Controlled Group ERISA
Affiliates) in excess of $1,000,000; or there exists, an amount of unfunded
benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually
or in the aggregate for all Pension Plans maintained, sponsored or obligated to
be contributed by any Credit Party, any of its Subsidiaries or any of their
Controlled Group ERISA Affiliates (excluding for purposes of such computation
any Pension Plans with respect to which assets exceed benefit liabilities)
which exceeds $1,000,000; or there exists, an amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in
the aggregate for all Pension Plans maintained, sponsored or obligated to be contributed
by ERISA Affiliate (excluding for purposes of such computation any Pension
Plans with respect to which assets exceed benefit liabilities) which exceeds
$1,000,000 and which is reasonably likely, as determined in the reasonable discretion of
Agent, to result in liability of any Credit Party,
any of its Subsidiaries, or any of their respective Controlled Group ERISA
Affiliates.


7.14        [Reserved.]


7.15        If, in
the event any bank at which any Cash Management Account is maintained or any
bank at which any Deposit Account of any Credit Party containing deposits is
maintained shall fail to comply with any of the material terms of any Cash
Management Agreement or Control Agreement to which such bank is a party or any
securities intermediary, commodity intermediary or other financial institution
at any time in custody, control or possession of any investment property of any
Credit Party shall fail to comply with any of the material terms of any Control
Agreement to which such Person is a party, and, in each case, any Credit Party
or any Material Subsidiary of any Credit Party fails to transfer such Deposit
Account or Securities Account to a bank, securities intermediary, commodity
intermediary or other financial institution reasonably satisfactory to the
Agent within 30 days from the date such Credit Party or such Material
Subsidiary of a Credit party becomes aware of the failure of such bank,
securities intermediary, commodity intermediary or other financial institution
fails to comply with any of the material terms of the applicable Cash
Management Agreement or Control Agreement.



 37















7.16        If any
Change of Control shall occur.


8.             THE LENDER GROUP’S RIGHTS AND
REMEDIES.


8.1          Rights and Remedies.  Upon the occurrence, and during the
continuation, of an Event of Default, the Required Lenders (at their election
but without notice of their election and without demand) may authorize and
instruct Agent to do any one or more of the following on behalf of the Lender
Group (and Agent, acting upon the instructions of the Required Lenders, shall
do the same on behalf of the Lender Group), all of which are authorized by each
Credit Party:


(a)           Declare all or any
portion of the Obligations, whether evidenced by this Agreement, by any of the
other Loan Documents, or otherwise, immediately due and payable;


(b)           Cease advancing
money or extending credit to or for the benefit of Borrowers under this
Agreement, under any of the Loan Documents, or under any other agreement
between Borrowers and the Lender Group;


(c)           Terminate this
Agreement and any of the other Loan Documents as to any future liability or
obligation of the Lender Group, but without affecting any of the Agent’s Liens
in the Collateral and without affecting the Obligations; and


(d)           The Lender Group
shall have all other rights and remedies available at law or in equity or
pursuant to any other Loan Document.


The
foregoing to the contrary notwithstanding, upon the occurrence of any Event of
Default described in Section 7.4 or Section 7.5, in
addition to the remedies set forth above, without any notice to any Credit
Party or any other Person or any act by the Lender Group, the Commitments shall
automatically terminate and the Obligations then outstanding, together with all
accrued and unpaid interest thereon and all fees and all other amounts due
under this Agreement and the other Loan Documents, shall automatically and
immediately become due and payable, without presentment, demand, protest, or
notice of any kind, all of which are expressly waived by each Credit Party.


8.2          Remedies Cumulative.  The rights and remedies of the Lender Group
under this Agreement, the other Loan Documents, and all other agreements shall
be cumulative.  The Lender Group shall
have all other rights and remedies not inconsistent herewith as provided under
the Code, by law, or in equity.  No
exercise by the Lender Group of one right or remedy shall be deemed an
election, and no waiver by the Lender Group of any Event of Default shall be
deemed a continuing waiver.  No delay by
the Lender Group shall constitute a waiver, election, or acquiescence by it.


9.             TAXES AND EXPENSES.


If
any Credit Party or any of their respective Subsidiaries fails to pay any
monies (whether taxes, assessments, insurance premiums, or, in the case of
leased properties or assets, rents or other amounts payable under such leases)
due to third Persons, or fails to make any deposits or furnish any required
proof of payment or deposit, all as required under the terms of this Agreement,
then, Agent, in its sole discretion and without prior notice to any such Credit
Party or Subsidiary, may do any or all of the following:  (a) make payment of the same or any part
thereof, (b) set up such reserves against the Availability or the Maximum
Revolver Amount as Agent deems necessary to protect the Lender Group from the
exposure created by such failure, or (c) in the case of the failure to
comply with Section 5.8 hereof, obtain and maintain insurance
policies of the type described in Section 5.8 and take any action
with respect to such policies as Agent deems prudent.  Any such amounts paid by Agent shall
constitute Lender Group Expenses and any such payments shall not constitute an
agreement by the Lender Group to make similar payments in the future or a
waiver by the Lender Group of any Event of Default under this Agreement.  Agent need not inquire as to, or contest the
validity of,



 38
 









any such expense, tax, or Lien and the receipt of the usual official
notice for the payment thereof shall be conclusive evidence that the same was
validly due and owing.


10.          WAIVERS; INDEMNIFICATION.


10.1        Demand; Protest; etc.  Each Credit Party waives demand, protest,
notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension,
or renewal of documents, instruments, chattel paper, and guaranties at any time
held by the Lender Group on which any such Credit Party may in any way be
liable.


10.2        The Lender Group’s Liability for Collateral.  Each Credit Party hereby agrees that:  (a) so long as Agent complies with its
obligations, if any, under the Code or other applicable law, the Lender Group
shall not in any way or manner be liable or responsible for:  (i) the safekeeping of the Collateral,
(ii) any loss or damage thereto occurring or arising in any manner or fashion
from any cause, (iii) any diminution in the value thereof, or
(iv) any act or default of any carrier, warehouseman, bailee, forwarding
agency, or other Person, and (b) all risk of loss, damage, or destruction
of the Collateral shall be borne by the Credit Parties.


10.3        Indemnification.  Each Credit Party shall jointly and severally
pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related
Persons, and each Participant (each, an “Indemnified Person”) harmless
(to the fullest extent permitted by law) from and against any and all claims,
demands, suits, actions, investigations, proceedings, liabilities, fines,
penalties and damages, and all reasonable fees and disbursements of attorneys,
experts and consultants and all other costs and expenses actually incurred in
connection therewith or in connection with the enforcement of this
indemnification (as and when they are incurred and irrespective of whether suit
is brought), at any time asserted against, imposed upon, or incurred by any of
them (a) in connection with or as a result of or related to the execution,
delivery, enforcement, performance, or administration (including any
restructuring or workout with respect hereto) of this Agreement, any of the
other Loan Documents, or the transactions contemplated hereby or thereby or the
monitoring of any Credit Party’s or its Subsidiaries’ compliance with the terms
of the Loan Documents, (b) with respect to any investigation, litigation,
or proceeding related to this Agreement, any other Loan Document, or the use of
the proceeds of the credit provided hereunder (irrespective of whether any
Indemnified Person is a party thereto), or any act, omission, event, or
circumstance in any manner related thereto and (c) in connection with or
arising out of any presence or release of Hazardous Materials at, on, under, to
or from any assets or properties owned, leased or operated by any Credit Party
or any of its Subsidiaries or any Environmental Actions, Environmental
Liabilities and Costs or Remedial Actions related in any way to any such assets
or properties of any Credit Party or any of its Subsidiaries (all the
foregoing, collectively, the “Indemnified Liabilities”).  The foregoing to the contrary
notwithstanding, the Credit Parties shall have no obligation to any Indemnified
Person under this Section 10.3 with respect to any Indemnified
Liability that a court of competent jurisdiction finally determines to have
resulted from the gross negligence or willful misconduct of such Indemnified
Person.  This provision shall survive the
termination of this Agreement and the repayment of the Obligations.  If any Indemnified Person makes any payment
to any other Indemnified Person with respect to an Indemnified Liability as to
which the Credit Parties were required to indemnify the Indemnified Person
receiving such payment, the Indemnified Person making such payment is entitled
to be indemnified and reimbursed by the Credit Parties with respect
thereto.  WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH
INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN
PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH
INDEMNIFIED PERSON OR OF ANY OTHER PERSON.


10.4        Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable
law, no Credit Party shall assert, and each Credit Party hereby waives, any
claim against any Indemnified Person, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Advance, or Letter of Credit
or the use of the proceeds thereof.  No
Indemnified Person shall be liable for any



 39
 









damages
arising from the use by unintended recipients of any information or other
materials distributed by it through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby.


11.          NOTICES.


Unless
otherwise provided in this Agreement, all notices or demands by any Credit
Party or Agent to the other relating to this Agreement or any other Loan
Document shall be in writing and (except for financial statements and other
informational documents which may be sent by first-class mail, postage prepaid)
shall be personally delivered or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Administrative Borrower or Agent, as applicable, may
designate to each other in accordance herewith), or telefacsimile to Borrowers
in care of Administrative Borrower or to Agent, as the case may be, at its
address set forth below:


	
  If to any Credit Party, in
  care of Administrative Borrower at:

  	
   

  	
  ADVENT SOFTWARE, INC.

  600 Townsend Street San Francisco, California 94103

  Attn:     Chief Financial Officer
              Vice President of Finance
              Chief Legal Officer

  Fax No.: (415) 369-2912

  
	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
  WILSON, SONSINI, GOODRICH &
  ROSATI, P.C.

  650 Page Mill Road

  Palo Alto, California 94304

  Attn:  Mark A.
  Bertelsen, Esq.

  Fax No.: (650) 493.6811

  
	
   

  	
   

  	
   

  
	
  If to Agent:

  	
   

  	
  WELLS FARGO FOOTHILL, INC.

  2450 Colorado Avenue, Suite 3000 West

  Santa Monica, CA 90404

  Attn:  Business
  Finance Division Manager

  Fax No.: (310) 453-7413

  
	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
  BINGHAM MCCUTCHEN LLP

  355 South Grand Avenue, Suite 4400

  Los Angeles, CA 90071

  Attn:  Sandra L. Montgomery, Esq.

  Fax No.: (213) 680-6499

  



 


Agent
and the Credit Parties may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other parties.  All notices or demands
sent in accordance with this Section 11, other than notices by
Agent in connection with enforcement rights against the Collateral under the
provisions of the Code, shall be deemed received on the earlier of the date of
actual receipt or 3 Business Days after the deposit thereof in the mail.  Each Credit Party acknowledges and agrees
that notices sent by the Lender Group in connection with the exercise of
enforcement rights against Collateral under the provisions of the Code shall be
deemed sent when deposited in the mail or personally delivered, or, where
permitted by law, transmitted by telefacsimile or any other method set forth
above.



 40
 









12.          CHOICE OF LAW AND VENUE; JURY TRIAL
WAIVER; JUDICIAL REFERENCE.


(a)           THE VALIDITY OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE
RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.


(b)           THE PARTIES AGREE
THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO
THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  EACH CREDIT PARTY AND EACH MEMBER
OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY
RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).


(c)           TO THE EXTENT
PERMITTED BY LAW, EACH CREDIT PARTY AND EACH MEMBER OF THE LENDER GROUP HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH CREDIT PARTY AND EACH MEMBER OF THE
LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  IN THE EVENT OF LITIGATION, A
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


(d)           NOTWITHSTANDING
SECTION (c) ABOVE, ALL CLAIMS, CAUSES OF ACTION, CONTROVERSIES OR OTHER
DISPUTES ARISING FROM, OR RELATED TO, THIS AGREEMENT (EACH, A “CLAIM”),
INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE
WRITTEN REQUEST OF ANY PARTY HERETO, BE HEARD AND DETERMINED BY A REFEREE
PURSUANT TO CHAPTER 6, SECTION 638 ET SEQ., OF THE CALIFORNIA CODE OF
CIVIL PROCEDURE (A “REFERENCE”).  SUCH PARTIES SHALL SELECT A
SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE.  IN
THE EVENT THAT SUCH PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE
APPOINTED BY THE APPLICABLE COURT.  THE REFEREE SHALL REPORT A STATEMENT
OF DECISION TO THE COURT.  NOTHING IN THIS SECTION 12(d) SHALL
LIMIT THE RIGHT OF ANY PARTY TO THE REFERENCE AT ANY TIME TO EXERCISE SELF-HELP
REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. 
THE PARTIES TO THE REFERENCE SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE
EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE.  THE REFEREE SHALL ALSO
DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION AND
ENFORCEABILITY OF THIS SECTION 12(d).  THE PARTIES ACKNOWLEDGE AND
AGREE THAT NONE OF THE CLAIMS WILL BE ADJUDICATED OR HEARD BY A JURY.



 41
 









13.          ASSIGNMENTS AND PARTICIPATIONS;
SUCCESSORS.


13.1        Assignments and Participations.


(a)           Any Lender may
assign and delegate to one or more assignees (each an “Assignee”) that
are Eligible Transferees all or any portion of the Obligations, the Commitments
and the other rights and obligations of such Lender hereunder and under the
other Loan Documents, in a minimum amount of, unless waived by the Agent, of
$5,000,000 (except such minimum amount shall not apply to (x) an assignment or
delegation by any Lender to any other Lender or an Affiliate of any Lender or
(y) a group of new Lenders, each of whom is an Affiliate of each other or a
fund or account managed by any such new Lender or an Affiliate of such new
Lender to the extent that the aggregate amount to be assigned to all such new
Lenders is at least $5,000,000); provided, however, that (A)
Borrowers and Agent may continue to deal solely and directly with such Lender
in connection with the interest so assigned to an Assignee until
(i) written notice of such assignment, together with payment instructions,
addresses, and related information with respect to the Assignee, have been
given to Administrative Borrower and Agent by such Lender and the Assignee,
(ii) such Lender and its Assignee have delivered to Administrative
Borrower and Agent an Assignment and Acceptance and Agent has notified the
assigning Lender of its receipt thereof in accordance with Section 13.1(b),
and (iii) unless waived by the Agent, the assigning Lender or Assignee has
paid to Agent for Agent’s separate account a processing fee in the amount of
$3,500 and (B) unless an Event of Default then exists, prior to making such an
assignment, such assigning Lender shall use good faith efforts to consult with
Administrative Borrower as to the proposed Assignee.  Anything contained herein to the contrary
notwithstanding, the payment of any fees shall not be required and the Assignee
need not be an Eligible Transferee if such assignment is in connection with any
merger, consolidation, sale, transfer, or other disposition of all or any
substantial portion of the business or loan portfolio of the assigning Lender.


(b)           From and after the
date that Agent notifies the assigning Lender (with a copy to Administrative
Borrower) that it has received an executed Assignment and Acceptance and, if
applicable, payment of the required processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Lender under the Loan
Documents, and (ii) the assigning Lender shall, to the extent that rights
and obligations hereunder and under the other Loan Documents have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights (except
with respect to Section 10.3 hereof) and be released from any
future obligations under this Agreement (and in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s
rights and obligations under this Agreement and the other Loan Documents, such
Lender shall cease to be a party hereto and thereto), and such assignment shall
effect a novation among Borrowers, the assigning Lender and the Assignee; provided,
however, that nothing contained herein shall release any assigning
Lender from obligations that survive the termination of this Agreement,
including such assigning Lender’s obligations under Section 15 and Section 17.9
of this Agreement.


(c)           By executing and
delivering an Assignment and Acceptance, the assigning Lender thereunder and
the Assignee thereunder confirm to and agree with each other and the other
parties hereto as follows: 
(i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any other Loan Document furnished pursuant hereto, (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Credit Party or its Subsidiaries or
the performance or observance by any Credit Party or its Subsidiaries of any of
its obligations under this Agreement or any other Loan Document furnished
pursuant hereto, (iii) such Assignee confirms that it has received a copy
of this Agreement and the Subordination Agreements (if any), together with such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment and Acceptance,
(iv) such Assignee will, independently and without reliance upon Agent,
such assigning Lender or



 42
 









any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement, (v5) such Assignee appoints and
authorizes Agent to take such actions and to exercise such powers under this
Agreement and the other Loan Documents as are delegated to Agent, by the terms
hereof, together with such powers as are reasonably incidental thereto,
(vi) such Assignee agrees that it will perform all of the obligations
which by the terms of this Agreement are required to be performed by it as a
Lender and (vii) such Assignee expressly assumes all rights and obligations of
such assigning Lender under the Subordination Agreements (if any) and agrees to
be bound by the terms thereof.


(d)           Immediately upon
Agent’s receipt of the required processing fee, if applicable, and delivery of
notice to the assigning Lender pursuant to Section 13.1(b), this
Agreement shall be deemed to be amended to the extent, but only to the extent,
necessary to reflect the addition of the Assignee and the resulting adjustment
of the Commitments arising therefrom. 
The Commitment allocated to each Assignee shall reduce such Commitments
of the assigning Lender pro tanto.


(e)           Any Lender may at
any time sell to one or more commercial banks, financial institutions, or other
Persons (a “Participant”) participating interests in all or any portion
of its Obligations, its Commitment, and the other rights and interests of that
Lender (the “Originating Lender”) hereunder and under the other Loan
Documents; provided, however, that (i) the Originating
Lender shall remain a “Lender” for all purposes of this Agreement and the other
Loan Documents and the Participant receiving the participating interest in the
Obligations, the Commitments, and the other rights and interests of the
Originating Lender hereunder shall not constitute a “Lender” hereunder or under
the other Loan Documents and the Originating Lender’s obligations under this
Agreement shall remain unchanged, (ii) the Originating Lender shall remain
solely responsible for the performance of such obligations,
(iii) Borrowers, Agent, and the Lenders shall continue to deal solely and
directly with the Originating Lender in connection with the Originating Lender’s
rights and obligations under this Agreement and the other Loan Documents,
(iv) no Lender shall transfer or grant any participating interest under
which the Participant has the right to approve any amendment to, or any consent
or waiver with respect to, this Agreement or any other Loan Document, except to
the extent such amendment to, or consent or waiver with respect to this
Agreement or of any other Loan Document would (A) extend the final
maturity date of the Obligations hereunder in which such Participant is participating,
(B) reduce the interest rate applicable to the Obligations hereunder in
which such Participant is participating, (C) release all or substantially
all of the Collateral or guaranties (except to the extent expressly provided
herein or in any of the Loan Documents) supporting the Obligations hereunder in
which such Participant is participating, (D) postpone the payment of, or
reduce the amount of, the interest or fees payable to such Participant through
such Lender, or (E) change the amount or due dates of scheduled principal
repayments or prepayments or premiums, and (v) all amounts payable by
Borrowers hereunder shall be determined as if such Lender had not sold such
participation, except that, if amounts outstanding under this Agreement are due
and unpaid, or shall have been declared or shall have become due and payable
upon the occurrence of an Event of Default, each Participant shall be deemed to
have the right of set off in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement.  The rights of any Participant
only shall be derivative through the Originating Lender with whom such
Participant participates and no Participant shall have any rights under this
Agreement or the other Loan Documents or any direct rights as to the other
Lenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries,
the Collateral, or otherwise in respect of the Obligations.  No Participant shall have the right to
participate directly in the making of decisions by the Lenders among
themselves.


(f)            In connection with
any such assignment or participation or proposed assignment or participation, a
Lender may, subject to the provisions of Section 17.9, disclose all
documents and information which it now or hereafter may have relating to the
Credit Parties and their respective Subsidiaries and their respective
businesses.



 43
 









(g)           Any other provision
in this Agreement notwithstanding, any Lender may at any time create a security
interest in, or pledge, all or any portion of its rights under and interest in
this Agreement in favor of any Federal Reserve Bank in accordance with
Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR
§ 203.24, and such Federal Reserve Bank may enforce such pledge or
security interest in any manner permitted under applicable law.


13.2        Successors.  This Agreement shall bind and inure to the
benefit of the respective successors and assigns of each of the parties; provided,
however, that no Credit Party may assign this Agreement or any of its
rights or duties hereunder without the Lenders’ prior written consent and any
prohibited assignment shall be absolutely void ab
initio.  No consent to
assignment by the Lenders shall release any Credit Party from its obligations
hereunder or under any other Loan Document. 
A Lender may assign this Agreement and the other Loan Documents and its
rights and duties hereunder and thereunder pursuant to Section 13.1
hereof and, except as expressly required pursuant to Section 13.1
hereof, no consent or approval by any Credit Party is required in connection
with any such assignment.


14.          AMENDMENTS; WAIVERS.


14.1        Amendments and Waivers.  Except for actions expressly permitted to be
taken by Agent, no amendment or waiver of any provision of this Agreement or
any other Loan Document (other than Bank Product Agreements or the Fee Letter),
and no consent with respect to any departure by any Credit Party or a Subsidiary
of a Credit Party therefrom, shall be effective unless the same shall be in
writing and signed by the Required Lenders (or by Agent at the written request
of the Required Lenders) and then any such waiver or consent shall be
effective, but only in the specific instance and for the specific purpose for
which given; provided, however, that no such waiver, amendment,
or consent shall, unless in writing and signed by all of the Lenders directly
affected thereby, do any of the following:


(a)           increase or extend
any Commitment of any Lender,


(b)           postpone or delay
any date fixed by this Agreement or any other Loan Document for any payment of
principal, interest, fees, or other amounts due hereunder or under any other
Loan Document,


(c)           reduce the principal
of, or the rate of interest on, any loan or other extension of credit
hereunder, or reduce any fees or other amounts payable hereunder or under any
other Loan Document,


(d)           change the Pro Rata
Share that is required to take any action hereunder,


(e)           amend or modify this
Section or any provision of this Agreement providing for consent or other
action by all Lenders,


(f)            other than as
permitted by Section 15.11, release Agent’s Lien in and to any of
the Collateral,


(g)           change the
definition of “Required Lenders” or “Pro Rata Share,”


(h)           contractually
subordinate any of the Agent’s Liens,


(i)            other than in
connection with a merger, liquidation, dissolution or sale of such Person
expressly permitted by the terms hereof or the other Loan Documents, release
any Credit Party from any obligation for the payment of money or from any
guaranty thereof,


(j)            amend any of the
provisions of Sections 2.4(b)(i) or 2.4(b)(ii),



 44
 









(k)           change the
definitions of Loan Limit, Maximum Revolver Amount or change Section 2.1(b),
or


(l)            amend any of the
provisions of Section 15;


provided further, however, that no
amendment, waiver or consent shall, unless in writing and signed by Agent,
Issuing Lender, or Swing Lender, as applicable, affect the rights or duties of
Agent, Issuing Lender, or Swing Lender, as applicable, under this Agreement or
any other Loan Document; and provided further,
however, any amendment or modification that
directly affects or alters the express rights or obligations of any Credit
Party shall also require the consent or agreement of such Credit Party (which,
in the case of any Borrower, may be given by the Administrative Borrower).  The foregoing notwithstanding, any amendment,
modification, waiver, consent, termination, or release of, or with respect to,
any provision of this Agreement or any other Loan Document that relates only to
the relationship of the Lender Group among themselves, and that does not affect
the rights or obligations of any Credit Party, shall not require consent by or
the agreement of any Credit Party. 
Without limiting the foregoing, upon the occurrence of an Event of
Default, such Event of Default shall be deemed to continue and exist until such
time as it has been waived in accordance with the terms of this Section 14.1.


14.2        Replacement of Holdout Lender.


(a)           If any action to be
taken by the Lender Group or Agent hereunder requires the unanimous consent,
authorization, or agreement of all Lenders, and a Lender (“Holdout Lender”)
fails to give its consent, authorization, or agreement, then Agent, upon at
least 5 Business Days prior irrevocable notice to the Holdout Lender, may
permanently replace the Holdout Lender with one or more substitute Lenders
(each, a “Replacement Lender”), and the Holdout Lender shall have no
right to refuse to be replaced hereunder. 
Such notice to replace the Holdout Lender shall specify an effective
date for such replacement, which date shall not be later than 15 Business Days
after the date such notice is given.


(b)           Prior to the
effective date of such replacement, the Holdout Lender and each Replacement
Lender shall execute and deliver an Assignment and Acceptance, subject only to
the Holdout Lender being repaid its share of the outstanding Obligations
(including an assumption of its Pro Rata Share of the Risk Participation
Liability) without any premium or penalty of any kind whatsoever.  If the Holdout Lender shall refuse or fail to
execute and deliver any such Assignment and Acceptance prior to the effective
date of such replacement, the Holdout Lender shall be deemed to have executed
and delivered such Assignment and Acceptance. 
The replacement of any Holdout Lender shall be made in accordance with
the terms of Section 13.1. 
Until such time as the Replacement Lenders shall have acquired all of
the Obligations, the Commitments, and the other rights and obligations of the
Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender
shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances
and to purchase a participation in each Letter of Credit, in an amount equal to
its Pro Rata Share of the Risk Participation Liability of such Letter of
Credit.


14.3        No Waivers; Cumulative Remedies.  No failure by Agent or any Lender to exercise
any right, remedy, or option under this Agreement or any other Loan Document,
or delay by Agent or any Lender in exercising the same, will operate as a
waiver thereof.  No waiver by Agent or
any Lender will be effective unless it is in writing, and then only to the extent
specifically stated.  No waiver by Agent
or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s
rights thereafter to require strict performance by the Credit Parties of any
provision of this Agreement.  Agent’s and
each Lender’s rights under this Agreement and the other Loan Documents will be
cumulative and not exclusive of any other right or remedy that Agent or any
Lender may have.



 45















15.          AGENT; THE LENDER GROUP.


15.1        Appointment and Authorization of Agent.  Each Lender hereby designates and appoints
WFF as its representative under this Agreement and the other Loan Documents and
each Lender hereby irrevocably authorizes Agent to execute and deliver each of
the other Loan Documents on its behalf and to take such other action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to Agent
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. 
Agent agrees to act as such on the express conditions contained in this Section 15.  The provisions of this Section 15
are solely for the benefit of Agent and the Lenders, and the Credit Parties and
their respective Subsidiaries shall have no rights as third party beneficiaries
of any of the provisions contained herein. 
Any provision to the contrary contained elsewhere in this Agreement or
in any other Loan Document notwithstanding, Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall Agent have
or be deemed to have any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist
against Agent; it being expressly understood and agreed that the use of the
word “Agent” is for convenience only, that WFF is merely the representative of
the Lenders, and only has the contractual duties set forth herein.  Except as expressly otherwise provided in
this Agreement, Agent shall have and may use its sole discretion with respect
to exercising or refraining from exercising any discretionary rights or taking
or refraining from taking any actions that Agent expressly is entitled to take
or assert under or pursuant to this Agreement and the other Loan
Documents.  Without limiting the
generality of the foregoing, or of any other provision of the Loan Documents
that provides rights or powers to Agent, Lenders agree that Agent shall have
the right to exercise the following powers as long as this Agreement remains in
effect:  (a) maintain, in accordance
with its customary business practices, ledgers and records reflecting the
status of the Obligations, the Collateral, the Collections of Borrowers and
their Subsidiaries, and related matters, (b) execute or file any and all
financing or similar statements or notices, amendments, renewals, supplements,
documents, instruments, proofs of claim, notices and other written agreements
with respect to the Loan Documents, (c) make Advances, for itself or on
behalf of Lenders as provided in the Loan Documents, (d) exclusively
receive, apply, and distribute the Collections of Borrowers and their
Subsidiaries as provided in the Loan Documents, (e) open and maintain such
bank accounts and cash management arrangements as Agent deems necessary and
appropriate in accordance with the Loan Documents for the foregoing purposes
with respect to the Collateral and the Collections of Borrowers and their
Subsidiaries, (f) perform, exercise, and enforce any and all other rights
and remedies of the Lender Group with respect to the Credit Parties or their
Subsidiaries, the Obligations, the Collateral, the Collections of Borrowers and
their Subsidiaries, or otherwise related to any of same as provided in the Loan
Documents, and (g) incur and pay such Lender Group Expenses as Agent may
deem necessary or appropriate for the performance and fulfillment of its
functions and powers pursuant to the Loan Documents.


15.2        Delegation of Duties.  Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or
attorneys in fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  Agent
shall not be responsible for the negligence or misconduct of any agent or
attorney in fact that it selects as long as such selection was made without
gross negligence or willful misconduct.


15.3        Liability of Agent.  None of the Agent Related Persons shall
(a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (b) be responsible in any manner to any of the
Lenders for any recital, statement, representation or warranty made by any
Credit Party or any of its Subsidiaries or Affiliates, or any officer or
director thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided
for in, or received by Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of any Credit Party or its Subsidiaries or any other party to
any



 46
 









Loan
Document to perform its obligations hereunder or thereunder.  No Agent Related Person shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the books and records or
properties of any Credit Party or its Subsidiaries.


15.4        Reliance by Agent.  Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, telefacsimile or other electronic
method of transmission, telex or telephone message, statement or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent, or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to any Credit Party or counsel
to any Lender), independent accountants and other experts selected by Agent.  Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless Agent shall first receive such advice or concurrence of the Lenders as
it deems appropriate and until such instructions are received, Agent shall act,
or refrain from acting, as it deems advisable. 
If Agent so requests, it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such
action.  Agent shall in all cases be
fully protected in acting, or in refraining from acting, under this Agreement
or any other Loan Document in accordance with a request or consent of the
requisite Lenders and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Lenders.


15.5        Notice of Default or Event of Default.  Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest, fees, and expenses
required to be paid to Agent for the account of the Lenders and, except with
respect to Events of Default of which Agent has actual knowledge, unless Agent
shall have received written notice from a Lender or Administrative Borrower
referring to this Agreement, describing such Default or Event of Default, and
stating that such notice is a “notice of default.”  Agent promptly will notify the Lenders of its
receipt of any such notice or of any Event of Default of which Agent has actual
knowledge.  If any Lender obtains actual
knowledge of any Event of Default, such Lender promptly shall notify the other
Lenders and Agent of such Event of Default. 
Each Lender shall be solely responsible for giving any notices to its
Participants, if any.  Subject to Section 15.4,
Agent shall take such action with respect to such Default or Event of Default
as may be requested by the Required Lenders in accordance with Section 8;
provided, however, that unless and until Agent has received any
such request, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable.


15.6        Credit Decision.  Each Lender acknowledges that none of the
Agent Related Persons has made any representation or warranty to it, and that
no act by Agent hereinafter taken, including any review of the affairs of any
Credit Party or its Subsidiaries or Affiliates, shall be deemed to constitute
any representation or warranty by any Agent-Related Person to any Lender.  Each Lender represents to Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of any Credit
Party or any other Person party to a Loan Document, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its
own decision to enter into this Agreement and to extend credit to
Borrowers.  Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to
the business, prospects, operations, property, financial and other condition
and creditworthiness of any Credit Party or any other Person party to a Loan
Document.  Except for notices, reports,
and other documents expressly herein required to be furnished to the Lenders by
Agent, Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects,



 47
 









operations,
property, financial and other condition or creditworthiness of any Credit Party
or any other Person party to a Loan Document that may come into the possession
of any of the Agent Related Persons.


15.7        Costs and Expenses; Indemnification.  Agent may incur and pay Lender Group Expenses
to the extent Agent reasonably deems necessary or appropriate for the
performance and fulfillment of its functions, powers, and obligations pursuant
to the Loan Documents, including court costs, reasonably attorneys fees and
expenses, fees and expenses of financial accountants, advisors, consultants,
and appraisers, costs of collection by outside collection agencies, auctioneer
fees and expenses, and costs of security guards or insurance premiums paid to
maintain the Collateral, whether or not any Credit Party is obligated to
reimburse Agent or Lenders for such expenses pursuant to this Agreement or
otherwise.  Agent is authorized and
directed to deduct and retain sufficient amounts from the Collections of any
Credit Party and their Subsidiaries received by Agent to reimburse Agent for
such out-of-pocket costs and expenses prior to the distribution of any amounts
to Lenders.  In the event Agent is not
reimbursed for such costs and expenses by Borrowers or their Subsidiaries, each
Lender hereby agrees that it is and shall be obligated to pay to Agent such
Lender’s Pro Rata Share thereof.  Whether
or not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand the Agent Related Persons (to the extent not reimbursed by
or on behalf of any Credit Party and without limiting the obligation of any
Credit Party to do so), according to their Pro Rata Shares, from and against
any and all Indemnified Liabilities; provided, however, that no
Lender shall be liable for the payment to any Agent Related Person of any
portion of such Indemnified Liabilities resulting solely from such Person’s
gross negligence or willful misconduct nor shall any Lender be liable for the
obligations of any Defaulting Lender in failing to make an Advance or other
extension of credit hereunder.  Without
limitation of the foregoing, each Lender shall reimburse Agent upon demand for
such Lender’s Pro Rata Share of any costs or out of pocket expenses (including
attorneys, accountants, advisors, and consultants fees and expenses) incurred
by Agent in connection with the preparation, execution, delivery,
administration, modification, amendment, or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Loan Document, or
any document contemplated by or referred to herein, to the extent that Agent is
not reimbursed for such expenses by or on behalf of any Credit Party.  The undertaking in this Section shall survive
the payment of all Obligations hereunder and the resignation or replacement of
Agent.


15.8        Agent in Individual Capacity.  WFF and its Affiliates may make loans to,
issue letters of credit for the account of, accept deposits from, acquire equity
interests in, and generally engage in any kind of banking, trust, financial
advisory, underwriting, or other business with any Credit Party or its
Subsidiaries and Affiliates and any other Person party to any Loan Documents as
though WFF were not Agent hereunder, and, in each case, without notice to or
consent of the other members of the Lender Group.  The other members of the Lender Group
acknowledge that, pursuant to such activities, WFF or its Affiliates may receive
information regarding the Credit Parties or their respective Affiliates or any
other Person party to any Loan Documents that is subject to confidentiality
obligations in favor of such Credit Parties, Affiliates or such other Person
and that prohibit the disclosure of such information to the Lenders, and the
Lenders acknowledge that, in such circumstances (and in the absence of a waiver
of such confidentiality obligations, which waiver Agent will use its reasonable
best efforts to obtain), Agent shall not be under any obligation to provide such
information to them.  The terms “Lender”
and “Lenders” include WFF in its individual capacity.


15.9        Successor Agent.  Agent may resign as Agent upon 45 days notice
to the Lenders (unless such notice is waived by the Required Lenders).  If Agent resigns under this Agreement, the
Required Lenders shall appoint a successor Agent for the Lenders.  If no successor Agent is appointed prior to
the effective date of the resignation of Agent, Agent may appoint, after
consulting with the Lenders, a successor Agent. 
If Agent has materially breached or failed to perform any material
provision of this Agreement or of applicable law, the Required Lenders may
agree in writing to remove and replace Agent with a successor Agent from among
the Lenders.  In any such event, upon the
acceptance of its appointment as successor Agent hereunder, such successor
Agent shall succeed to all the rights, powers, and duties of the retiring Agent
and the term “Agent” shall mean such successor Agent and the retiring Agent’s
appointment, powers, and duties as Agent shall be terminated.  After any retiring Agent’s resignation
hereunder as Agent, the provisions of this Section 15 shall



 48
 









inure
to its benefit as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement.  If no
successor Agent has accepted appointment as Agent by the date which is 45 days
following a retiring Agent’s notice of resignation, the retiring Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall
perform all of the duties of Agent hereunder until such time, if any, as the
Lenders appoint a successor Agent as provided for above.


15.10      Lender in Individual Capacity.  Any Lender and its respective Affiliates may
make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with any Credit Party
or its Subsidiaries and Affiliates and any other Person party to any Loan
Documents as though such Lender were not a Lender hereunder without notice to
or consent of the other members of the Lender Group.  The other members of the Lender Group
acknowledge that, pursuant to such activities, such Lender and its respective
Affiliates may receive information regarding a Credit Party or its Affiliates
and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of such Credit Party or such other Person
and that prohibit the disclosure of such information to the Lenders, and the
Lenders acknowledge that, in such circumstances (and in the absence of a waiver
of such confidentiality obligations, which waiver such Lender will use its
reasonable best efforts to obtain), such Lender shall not be under any
obligation to provide such information to them.


15.11      Collateral Matters.


(a)           The Lenders hereby
irrevocably authorize Agent, at its option and in its sole discretion, to
release any Lien on any Collateral (i) upon the termination of the Commitments
and payment and satisfaction in full of all Obligations, (ii) constituting
property being sold or disposed of if a release is required or desirable in
connection therewith and if Administrative Borrower certifies to Agent that the
sale or disposition is permitted under Section 6.4 of this
Agreement or the other Loan Documents (and Agent may rely conclusively on any
such certificate, without further inquiry), (iii) constituting property in
which no Credit Party or its Subsidiaries owned any interest at the time the
Agent’s Lien was granted nor at any time thereafter, or (iv) constituting
property leased to a Credit Party or its Subsidiaries under a lease that has
expired or is terminated in a transaction permitted under this Agreement.  Except as provided above, Agent will not
execute and deliver a release of any Lien on any Collateral without the prior
written authorization of (y) if the release is of all or substantially all
of the Collateral, all of the Lenders, or (z) otherwise, the Required
Lenders.  Upon request by Agent or
Administrative Borrower at any time, the Lenders will confirm in writing Agent’s
authority to release any such Liens on particular types or items of Collateral
pursuant to this Section 15.11; provided, however,
that (1) Agent shall not be required to execute any document necessary to
evidence such release on terms that, in Agent’s opinion, would expose Agent to
liability or create any obligation or entail any consequence other than the
release of such Lien without recourse, representation, or warranty, and
(2) such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or
obligations of any Credit Party in respect of) all interests retained by the applicable
Credit Party, including, the proceeds of any sale, all of which shall continue
to constitute part of the Collateral.


(b)           Agent shall have no
obligation whatsoever to any of the Lenders to assure that the Collateral
exists or is owned by any Credit Party or any of its Subsidiaries or is cared
for, protected, or insured or has been encumbered, or that the Agent’s Liens
have been properly or sufficiently or lawfully created, perfected, protected,
or enforced or are entitled to any particular priority, or to exercise at all
or in any particular manner or under any duty of care, disclosure or fidelity,
or to continue exercising, any of the rights, authorities and powers granted or
available to Agent pursuant to any of the Loan Documents, it being understood
and agreed that in respect of the Collateral, or any act, omission, or event
related thereto, subject to the terms and conditions contained herein, Agent
may act in any manner it may deem appropriate, in its sole discretion given
Agent’s own interest in the Collateral in its capacity as one of the Lenders
and that Agent shall have no other duty or liability whatsoever to any Lender
as to any of the foregoing, except as otherwise provided herein.



 49
 









15.12      Restrictions on Actions by Lenders; Sharing of Payments.


(a)           Each of the Lenders
agrees that it shall not, without the express written consent of Agent, and
that it shall, to the extent it is lawfully entitled to do so, upon the written
request of Agent, set off against the Obligations, any amounts owing by such
Lender to any Credit Party or any of its Subsidiaries or any deposit accounts
of such Credit Party or Subsidiary now or hereafter maintained with such
Lender.  Each of the Lenders further
agrees that it shall not, unless specifically requested to do so in writing by
Agent, take or cause to be taken any action, including, the commencement of any
legal or equitable proceedings to enforce any Loan Document against any Credit
Party or to foreclose any Lien on, or otherwise enforce any security interest
in, any of the Collateral.


(b)           If, at any time or
times any Lender shall receive (i) by payment, foreclosure, setoff, or
otherwise, any proceeds of Collateral or any payments with respect to the
Obligations, except for any such proceeds or payments received by such Lender
from Agent pursuant to the terms of this Agreement, or (ii) payments from
Agent in excess of such Lender’s Pro Rata Share of all such distributions by
Agent, such Lender promptly shall (A) turn the same over to Agent, in
kind, and with such endorsements as may be required to negotiate the same to
Agent, or in immediately available funds, as applicable, for the account of all
of the Lenders and for application to the Obligations in accordance with the
applicable provisions of this Agreement, or (B) purchase, without recourse
or warranty, an undivided interest and participation in the Obligations owed to
the other Lenders so that such excess payment received shall be applied ratably
as among the Lenders in accordance with their Pro Rata Shares; provided,
however, that to the extent that such excess payment received by the purchasing
party is thereafter recovered from it, those purchases of participations shall
be rescinded in whole or in part, as applicable, and the applicable portion of
the purchase price paid therefor shall be returned to such purchasing party,
but without interest except to the extent that such purchasing party is
required to pay interest in connection with the recovery of the excess payment.


15.13      Agency for Perfection.  Agent hereby appoints each other Lender as
its agent (and each Lender hereby accepts such appointment) for the purpose of
perfecting the Agent’s Liens in assets which, in accordance with Article 8
or Article 9, as applicable, of the Code can be perfected only by possession or
control.  Should any Lender obtain
possession or control of any such Collateral, such Lender shall notify Agent
thereof, and, promptly upon Agent’s request therefor shall deliver possession
or control of such Collateral to Agent or in accordance with Agent’s
instructions.


15.14      Payments by Agent to the Lenders.  All payments to be made by Agent to the
Lenders shall be made by bank wire transfer of immediately available funds
pursuant to such wire transfer instructions as each party may designate for
itself by written notice to Agent. 
Concurrently with each such payment, Agent shall identify whether such
payment (or any portion thereof) represents principal, premium, fees, or
interest of the Obligations.


15.15      Concerning the Collateral and Related Loan Documents.  Each member of the Lender Group authorizes
and directs Agent to enter into this Agreement and the other Loan
Documents.  Each member of the Lender
Group agrees that any action taken by Agent in accordance with the terms of
this Agreement or the other Loan Documents relating to the Collateral and the
exercise by Agent of its powers set forth therein or herein, together with such
other powers that are reasonably incidental thereto, shall be binding upon all
of the Lenders.


15.16      Field Audits and Examination Reports; Confidentiality;
Disclaimers by Lenders; Other Reports and Information.  By becoming a party to this Agreement, each
Lender:


(a)           is deemed to have
requested that Agent furnish such Lender, promptly after it becomes available,
a copy of each field audit or examination report respecting any Credit Party or
its Subsidiaries (each a “Report” and collectively, “Reports”)
prepared by or at the request of Agent, and Agent shall so furnish each Lender
with such Reports,



 50
 









(b)           expressly agrees and
acknowledges that Agent does not (i) make any representation or warranty
as to the accuracy of any Report, and (ii) shall not be liable for any
information contained in any Report,


(c)           expressly agrees and
acknowledges that the Reports are not comprehensive audits or examinations,
that Agent or other party performing any audit or examination will inspect only
specific information regarding a Credit Party or its Subsidiaries and will rely
significantly upon the books and records of the Credit Parties and their
respective Subsidiaries’ books and records, as well as on representations of
such Person’s personnel,


(d)           agrees to keep all
Reports and other material, non-public information regarding the Credit Parties
and their respective Subsidiaries and their operations, assets, and existing
and contemplated business plans in a confidential manner in accordance with Section 17.9,
and


(e)           without limiting the
generality of any other indemnification provision contained in this Agreement,
agrees:  (i) to hold Agent and any
such other Lender preparing a Report harmless from any action the indemnifying
Lender may take or fail to take or any conclusion the indemnifying Lender may
reach or draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to Borrowers, or the
indemnifying Lender’s participation in, or the indemnifying Lender’s purchase
of, a loan or loans of Borrowers; and (ii) to pay and protect, and
indemnify, defend and hold Agent, and any such other Lender preparing a Report
harmless from and against, the claims, actions, proceedings, damages, costs,
expenses, and other amounts (including, attorneys fees and costs) incurred by
Agent and any such other Lender preparing a Report as the direct or indirect
result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.


In
addition to the foregoing:  (x) any
Lender may from time to time request of Agent in writing that Agent provide to
such Lender a copy of any report or document provided by any Credit Party or
its Subsidiaries to Agent that has not been contemporaneously provided by such
Credit Party or its Subsidiaries to such Lender, and, upon receipt of such
request, Agent promptly shall provide a copy of same to such Lender,
(y) to the extent that Agent is entitled, under any provision of the Loan
Documents, to request additional reports or information from any Credit Party
or its Subsidiaries, any Lender may, from time to time, reasonably request
Agent to exercise such right as specified in such Lender’s notice to Agent,
whereupon Agent promptly shall request of Administrative Borrower the
additional reports or information reasonably specified by such Lender, and,
upon receipt thereof from Administrative Borrower, Agent promptly shall provide
a copy of same to such Lender, and (z) any time that Agent renders to
Administrative Borrower a statement regarding the Loan Account, Agent shall
send a copy of such statement to each Lender.


15.17      Several Obligations; No Liability.  Notwithstanding that certain of the Loan
Documents now or hereafter may have been or will be executed only by or in
favor of Agent in its capacity as such, and not by or in favor of the Lenders,
any and all obligations on the part of Agent (if any) to make any credit
available hereunder shall constitute the several (and not joint) obligations of
the respective Lenders on a ratable basis, according to their respective
Commitments, to make an amount of such credit not to exceed, in principal
amount, at any one time outstanding, the amount of their respective
Commitments.  Nothing contained herein
shall confer upon any Lender any interest in, or subject any Lender to any
liability for, or in respect of, the business, assets, profits, losses, or
liabilities of any other Lender.  Each
Lender shall be solely responsible for notifying its Participants of any
matters relating to the Loan Documents to the extent any such notice may be
required, and no Lender shall have any obligation, duty, or liability to any
Participant of any other Lender.  Except
as provided in Section 15.7, no member of the Lender Group shall
have any liability for the acts of any other member of the Lender Group.  No Lender shall be responsible to any Credit
Party or any other Person for any failure by any other Lender to fulfill its
obligations to make credit available hereunder, nor to advance for it or on its
behalf in connection with its Commitment, nor to take any other action on its
behalf hereunder or in connection with the financing contemplated herein.



 51
 









16.          WITHHOLDING TAXES.


(a)           All payments made by
any Borrower hereunder or under any note or other Loan Document will be made
without setoff, counterclaim, or other defense. 
In addition, all such payments will be made free and clear of, and
without deduction or withholding for, any present or future Taxes, and in the
event any deduction or withholding of Taxes is required, each Borrower shall
comply with the penultimate sentence of this Section 16(a).  “Taxes” shall mean, any taxes, levies,
imposts, duties, fees, assessments or other charges of whatever nature now or
hereafter imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein with respect to such payments (but excluding any
tax imposed by any jurisdiction or by any political subdivision or taxing
authority thereof or therein measured by or based on the net income or net
profits of any Lender) and all interest, penalties or similar liabilities with
respect thereto.  If any Taxes are so
levied or imposed, each Borrower agrees to pay the full amount of such Taxes
and such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement, any note, or Loan Document, including any
amount paid pursuant to this Section 16(a) after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein; provided, however, that Borrowers shall not be required to
increase any such amounts if the increase in such amount payable results from
Agent’s or such Lender’s own (i) failure to comply with Section 16(b) or
Section 16(c) (other than as a result of a change in law after such
Lender becomes a party hereto) or (ii) willful misconduct or gross negligence (as
finally determined by a court of competent jurisdiction).  Each Borrower will furnish to Agent as
promptly as possible after the date the payment of any Tax is due pursuant to
applicable law certified copies of tax receipts evidencing such payment by any
Borrower.  The Borrowers shall not be
required to indemnify any Lender or the Agents, or pay any additional amounts
to any Lender or the Agent, in respect of United States withholding tax
pursuant to this Section 16(a) to the extent that the obligation to
withhold amounts with respect to United States withholding tax existed on the
date such Lender became a party to this Agreement, provided, however,
that the foregoing shall not apply to the extent the indemnity payment or
additional amounts any assignee or transferee (other than a Participant) of a
Lender would be entitled to receive (without regard to this provision of Section
16(a)) do not exceed the indemnity payment or additional amounts that the
Person making the assignment or transfer to such assignee or transferee (other
than a Participant) would have been entitled to receive in the absence of such
assignment or transfer.


(b)           If a Lender claims
an exemption from United States withholding tax, Lender agrees with and in
favor of Agent and any Borrower, to deliver to Agent:


(i)         if such Lender claims an exemption from
United States withholding tax pursuant to its portfolio interest exception, (A)
a statement of the Lender, signed under penalty of perjury, that it is not a
(I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10%
shareholder of any Borrower (within the meaning of Section 871(h)(3)(B) of the
IRC), or (III) a controlled foreign corporation related to any Borrower within
the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and
executed IRS Form W-8BEN, before receiving its first payment under this
Agreement and at any other time reasonably requested by Agent or any Borrower;


(ii)        if such Lender claims an exemption from,
or a reduction of, withholding tax under a United States tax treaty, properly
completed and executed IRS Form W-8BEN before receiving its first payment under
this Agreement and at any other time reasonably requested by Agent or any
Borrower;


(iii)       if such Lender claims that interest paid
under this Agreement is exempt from United States withholding tax because it is
effectively connected with a United States trade or business of such Lender,
two properly completed and executed copies of IRS Form W-8ECI before receiving
its first payment under this Agreement and at any other time reasonably
requested by Agent or any Borrower; or


(iv)       such other form or forms, including IRS
Form W-9, as may be required under the IRC or other laws of the United States
as a condition to exemption from, or reduction of, United



 52
 









States withholding or backup
withholding tax before receiving its first payment under this Agreement and at
any other time reasonably requested by Agent or any Borrower.


Lender
agrees promptly to notify Agent and Administrative Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.


(c)           If a Lender claims
an exemption from withholding tax in a jurisdiction other than the United
States, Lender agrees with and in favor of Agent and Borrowers, to deliver to
Agent any such form or forms, as may be required under the laws of such
jurisdiction as a condition to exemption from, or reduction of, foreign
withholding or backup withholding tax before receiving its first payment under
this Agreement and at any other time reasonably requested by Agent or
Administrative Borrower.


Lender
agrees promptly to notify Agent and Administrative Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.


(d)           If any Lender claims
exemption from, or reduction of, withholding tax and such Lender sells,
assigns, grants a participation in, or otherwise transfers all or part of the
Obligations of Borrowers to such Lender, such Lender agrees to notify Agent and
Administrative Borrower of  the
percentage amount in which it is no longer the beneficial owner of Obligations
of Borrowers to such Lender.  To the
extent of such percentage amount, Agent and Borrowers will treat such Lender’s
documentation provided pursuant to Sections 16(b) or 16(c) as no
longer valid.  With respect to such
percentage amount, such assigning Lender may provide new documentation,
pursuant to Sections 16(b) or 16(c), if applicable.


(e)           If any Lender is
entitled to a reduction in the applicable withholding tax, Agent may withhold
from any interest payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction.  If the forms or other documentation required by
subsection (b) or (c) of this Section 16 are not delivered to Agent,
then Agent may withhold from any interest payment to such Lender not providing
such forms or other documentation an amount equivalent to the applicable
withholding tax.


(f)            If the IRS or any
other Governmental Authority of the United States or other jurisdiction asserts
a claim that Agent did not properly withhold tax from amounts paid to or for
the account of any Lender due to a failure on the part of the Lender (because
the appropriate form was not delivered, was not properly executed, or because
such Lender failed to notify Agent of a change in circumstances which rendered
the exemption from, or reduction of, withholding tax ineffective, or for any
other reason) such Lender shall indemnify and hold Agent harmless for all amounts
paid, directly or indirectly, by Agent, as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on
the amounts payable to Agent under this Section 16, together with all
costs and expenses (including attorneys fees and expenses).  The obligation of the Lenders under this
subsection shall survive the payment of all Obligations and the resignation or
replacement of Agent.


(g)           If Agent or a Lender
determines, in its sole discretion, that it has received a refund of any Taxes
as to which it has been indemnified by a Borrower or with respect to which a
Borrower has paid additional amounts pursuant to this Section 16, so
long as no Default or Event of Default has occurred and is continuing, it shall
pay to Administrative Borrower, for the benefit of such Borrower, an amount
equal to such refund (but only to the extent of indemnity payments made, or
additional amounts paid, by such Borrower under this Section 16 with
respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses of Agent or such Lender, and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided
that Borrowers, upon the request of Agent or such Lender, agree, jointly and
severally, to repay the amount paid over to any Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) under
this Section 16(g) to Agent or such Lender in the event Agent or such
Lender is required to repay such refund to such Governmental Authority.



 53
 









This
Section 16(g) shall not be construed to require Agent or any Lender to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to any Borrower or any other Person.


(h)           Any Lender claiming
any additional amounts payable pursuant to this Section 16 agrees to use
commercially reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to change the jurisdiction of its applicable
lending office if the making of such a change would avoid the need for or
materially reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable business judgment of such
Lender be otherwise disadvantageous to such Lender.


17.          GENERAL PROVISIONS.


17.1        Effectiveness.  This Agreement shall be binding and deemed
effective when executed by the Credit Parties, Agent, and each Lender whose
signature is provided for on the signature pages hereof.


17.2        Section Headings.  Headings and numbers have been set forth
herein for convenience only.  Unless the
contrary is compelled by the context, everything contained in each Section
applies equally to this entire Agreement.


17.3        Interpretation.  Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed against the Lender Group or the Credit
Parties, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed
by all parties and shall be construed and interpreted according to the ordinary
meaning of the words used so as to accomplish fairly the purposes and
intentions of all parties hereto.


17.4        Severability of Provisions.  Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of
determining the legal enforceability of any specific provision.


17.5        Bank Product Providers.  Each Bank Product Provider shall be deemed a
party hereto for purposes of any reference in a Loan Document to the parties
for whom Agent is acting; it being understood and agreed that the rights and
benefits of such Bank Product Provider under the Loan Documents consist
exclusively of such Bank Product Provider’s right to share in payments and
collections out of the Collateral as more fully set forth herein.  In connection with any such distribution of
payments and collections, Agent shall be entitled to assume no amounts are due
to any Bank Product Provider unless such Bank Product Provider has notified
Agent in writing of the amount of any such liability owed to it prior to such
distribution.


17.6        Lender-Creditor Relationship.  The relationship between the Lenders and
Agent, on the one hand, and Credit Parties, on the other hand, is solely that
of creditor and debtor.  No member of the
Lender Group has (or shall be deemed to have) any fiduciary relationship or
duty to any Credit Party arising out of or in connection with, and there is no
agency or joint venture relationship between the members of the Lender Group,
on the one hand, and Credit Parties, on the other hand, by virtue of any Loan
Document or any transaction contemplated therein.


17.7        Counterparts; Electronic Execution.  This Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of
which, when executed and delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but one and the same
Agreement.  Delivery of an executed counterpart
of this Agreement by telefacsimile or other electronic method of transmission
shall be equally as effective as delivery of an original executed counterpart
of this Agreement.  Any party delivering
an executed counterpart of this Agreement by telefacsimile or other electronic
method of transmission also shall deliver an original executed counterpart of
this Agreement but the failure to deliver an original executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement.  The foregoing shall apply to
each other Loan Document mutatis mutandis.



 54















17.8        Revival and Reinstatement of Obligations.  If the incurrence or payment of the
Obligations by any Credit Party or the transfer to the Lender Group of any
property should for any reason subsequently be declared to be void or voidable
under any state or federal law relating to creditors’ rights, including
provisions of the Bankruptcy Code relating to fraudulent conveyances,
preferences, or other voidable or recoverable payments of money or transfers of
property (each a “Voidable Transfer”), and if the Lender Group is
required to repay or restore, in whole or in part, any such Voidable Transfer,
or elects to do so upon the reasonable advice of its counsel, then, as to any
such Voidable Transfer, or the amount thereof that the Lender Group is required
or elects to repay or restore, and as to all reasonable costs, expenses, and
attorneys fees of the Lender Group related thereto, the liability of all Credit
Parties automatically shall be revived, reinstated, and restored and shall
exist as though such Voidable Transfer had never been made.


17.9        Confidentiality.


(a)           Agent and Lenders
each individually (and not jointly or jointly and severally) agree that
material, non-public information regarding the Credit Parties and their
respective Subsidiaries, their operations, assets, and existing and
contemplated business plans shall be treated by Agent and the Lenders in a
confidential manner, and shall not be disclosed by Agent and the Lenders to
Persons who are not parties to this Agreement, except:  (i) to attorneys for and other advisors,
accountants, auditors, and consultants to any member of the Lender Group,
(ii) to Subsidiaries and Affiliates of any member of the Lender Group
(including the Bank Product Providers), provided that any such Subsidiary or
Affiliate shall have agreed to receive such information hereunder subject to
the terms of this Section 17.9, (iii) as may be required by
statute, decision, or judicial or administrative order, rule, or regulation,
(iv) as may be agreed to in advance by such Person or as requested or
required by any Governmental Authority pursuant to any subpoena or other legal
process, (v) as to any such information that is or becomes generally
available to the public (other than as a result of prohibited disclosure by
Agent or the Lenders), (vi) in connection with any assignment,
participation or pledge of any Lender’s interest under this Agreement, provided
that any such assignee, participant or pledgee shall have agreed in writing to
receive such information hereunder subject to the terms of this Section, and
(vii) in connection with any litigation or other adversary proceeding
involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement or the
other Loan Documents.  The provisions of
this Section 17.9 shall survive for 2 years after the payment in
full of the Obligations.


(b)           Anything in this
Agreement to the contrary notwithstanding, Agent may provide information
concerning the terms and conditions of this Agreement and the other Loan
Documents to loan syndication and pricing reporting services.


17.10      Lender Group Expenses.  Credit Parties agree to pay any and all
Lender Group Expenses promptly after demand therefor by Agent and agrees that their
obligations contained in this Section 17.10 shall survive
payment or satisfaction in full of all other Obligations.


17.11      Patriot Act. Each Lender that is
subject to the requirements of the Patriot Act hereby notifies the Credit
Parties that pursuant to the requirements of the Patriot Act, it is required to
obtain, verify and record information that identifies the Credit Parties, which
information includes the name and address of each Credit Party and other
information that will allow such Lender to identify the Credit Parties in
accordance with the Patriot Act.  Credit
Parties agree to provide all such information to Agent and the Lenders upon
request by Agent at any time.


17.12      Integration.  This Agreement, together with the other Loan
Documents, reflects the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.


17.13      Parent as Agent for Borrowers.  Each Borrower hereby irrevocably appoints
Parent as the borrowing agent and attorney-in-fact for all Borrowers (the “Administrative
Borrower”) which appointment



 55
 









shall
remain in full force and effect unless and until Agent shall have received
prior written notice signed by each Borrower that such appointment has been
revoked and that another Borrower has been appointed Administrative
Borrower.  Each Borrower hereby
irrevocably appoints and authorizes the Administrative Borrower (i) to
provide Agent with all notices with respect to Advances and Letters of Credit
obtained for the benefit of any Borrower and all other notices and instructions
under this Agreement and (ii) to take such action as the Administrative
Borrower deems appropriate on its behalf to obtain Advances and Letters of
Credit and to exercise such other powers as are reasonably incidental thereto
to carry out the purposes of this Agreement. 
It is understood that the handling of the Loan Account and Collateral of
Borrowers in a combined fashion, as more fully set forth herein, is done solely
as an accommodation to Borrowers in order to utilize the collective borrowing
powers of Borrowers in the most efficient and economical manner and at their
request, and that Lender Group shall not incur liability to any Borrower or any
other Credit Party as a result hereof. 
Each Borrower expects to derive benefit, directly or indirectly, from
the handling of the Loan Account and the Collateral in a combined fashion since
the successful operation of each Borrower is dependent on the continued
successful performance of the integrated group. 
To induce the Lender Group to do so, and in consideration thereof, each
Borrower hereby jointly and severally agrees to indemnify each member of the
Lender Group and hold each member of the Lender Group harmless against any and
all liability, expense, loss or claim of damage or injury, made against the
Lender Group by any Borrower or by any third party whosoever, arising from or
incurred by reason of (a) the handling of the Loan Account and Collateral
of Borrowers as herein provided, (b) the Lender Group’s relying on any
instructions of the Administrative Borrower, or (c) any other action taken
by the Lender Group hereunder or under the other Loan Documents, except that
Borrowers will have no liability to the relevant Agent-Related Person or
Lender-Related Person under this Section 17.13 with respect to any
liability that has been finally determined by a court of competent jurisdiction
to have resulted solely from the gross negligence or willful misconduct of such
Agent-Related Person or Lender-Related Person, as the case may be.


17.14      Public Disclosure.  Each Credit Party agrees that neither it nor
any of its Affiliates will issue any press release or other disclosure made
generally available to the public using the name of Agent, any Lender or any of
their respective Affiliates or referring to this Agreement or any other Loan
Document without the prior written consent of Agent and such Lender, except to
the extent that such Credit Party or such Affiliate is required to do so under
applicable law (in which event, such Credit Party or such Affiliate, as
applicable, will provide to Agent a copy of such press release or other public
disclosure (other than filings made with the SEC in the ordinary course which
refer to or describe the terms of this Agreement and the Loan Documents) before
issuing such press release or other public disclosure).  Each Credit Party hereby authorizes Agent and
each Lender, with the consent of Administrative Borrower, to advertise the
closing of the transactions contemplated by this Agreement, and to make
appropriate announcements of the financial arrangements entered into among the
parties hereto, as Agent and the Lenders shall deem appropriate, including
announcements commonly known as tombstones, in such trade publications,
business journals, newspapers of general circulation and to such selected
parties as Agent or such Lender shall deem appropriate.


17.15      Electronic Delivery of Certain Information.  With respect to information on Schedules to
this Agreement or the Disclosure Letter permitted to be updated by the Credit
Parties after the Closing Date and documents required to be delivered pursuant
to Section 5.3, such information may be delivered pursuant to the transmission
of written notice to Agent including a link to a webpage accessible by Agent
containing such information and specific identification of (a) the Schedule to
be updated and (b) the specific location of such information on such webpage.


[Signature pages follow.]


 



 56
 









IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and delivered as of the date first above
written.


	
  

  	
   

  	
  ADVENT SOFTWARE, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Graham V. Smith

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUB DATA INCORPORATED,

  a Massachusetts corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICROEDGE, INC.,

  a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith 

  
	
   

  	
   

  	
  Graham V. Smith

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation,

  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Alexander E. Hechler

  
	
   

  	
   

  	
  Alexander E. Hechler

  
	
   

  	
   

  	
  Vice President

  



 



 57















TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  1.

  	
   

  	
  DEFINITIONS AND
  CONSTRUCTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1

  	
   

  	
  Definitions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.2

  	
   

  	
  Accounting Terms

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.3

  	
   

  	
  Code

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.4

  	
   

  	
  Construction

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.5

  	
   

  	
  Schedules and
  Exhibits

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  LOAN AND TERMS
  OF PAYMENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.1

  	
   

  	
  Revolver
  Advances

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.2

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.3

  	
   

  	
  Borrowing
  Procedures and Settlements

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.4

  	
   

  	
  Payments

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.5

  	
   

  	
  Overadvances;
  Payment at Maturity

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.6

  	
   

  	
  Interest Rates
  and Letter of Credit Fee: Rates, Payments, and Calculations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.7

  	
   

  	
  Cash Management

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.8

  	
   

  	
  Crediting
  Payments; Clearance Charge

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.9

  	
   

  	
  Designated
  Account

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.10

  	
   

  	
  Maintenance of
  Loan Account; Statements of Obligations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.11

  	
   

  	
  Fees

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.12

  	
   

  	
  Letters of
  Credit

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.13

  	
   

  	
  LIBOR Option

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.14

  	
   

  	
  Capital
  Requirements

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CONDITIONS; TERM
  OF AGREEMENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.1

  	
   

  	
  Conditions
  Precedent to the Initial Extension of Credit

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.2

  	
   

  	
  Conditions
  Precedent to all Extensions of Credit

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.3

  	
   

  	
  Term

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.4

  	
   

  	
  Effect of
  Termination

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.5

  	
   

  	
  Early
  Termination by Borrowers

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1

  	
   

  	
  No Encumbrances

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.2

  	
   

  	
  Accounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.3

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.4

  	
   

  	
  Equipment

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.5

  	
   

  	
  Location of Inventory and Equipment

  	
   

  	
   

  	
   

  
														



 



 i
 









 


	
  

  	
   

  	
  4.6

  	
   

  	
  [Reserved]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.7

  	
   

  	
  Jurisdiction of
  Organization; Location of Chief Executive Office; Organizational
  Identification Number; Commercial Tort Claims

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.8

  	
   

  	
  Due Organization
  and Qualification; Subsidiaries

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.9

  	
   

  	
  Due
  Authorization; No Conflict

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.10

  	
   

  	
  Litigation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.11

  	
   

  	
  No Material
  Adverse Change

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.12

  	
   

  	
  Fraudulent
  Transfer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.13

  	
   

  	
  Employee
  Benefits

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.14

  	
   

  	
  Environmental
  Condition

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.15

  	
   

  	
  Intellectual
  Property

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.16

  	
   

  	
  Leases

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.17

  	
   

  	
  Deposit Accounts
  and Securities Accounts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.18

  	
   

  	
  Complete
  Disclosure

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.19

  	
   

  	
  Indebtedness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.20

  	
   

  	
  Material
  Contracts

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.21

  	
   

  	
  Issuance of
  Stock Options

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  AFFIRMATIVE
  COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.1

  	
   

  	
  Accounting
  System

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.2

  	
   

  	
  Collateral
  Reporting

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.3

  	
   

  	
  Financial
  Statements, Reports, Certificates

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.4

  	
   

  	
  Credit Party
  Reports

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.5

  	
   

  	
  Inspection

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.6

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.7

  	
   

  	
  Taxes

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.8

  	
   

  	
  Insurance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.9

  	
   

  	
  Location of
  Inventory and Equipment

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.10

  	
   

  	
  Compliance with
  Laws

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.11

  	
   

  	
  Leases

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.12

  	
   

  	
  Existence

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.13

  	
   

  	
  Environmental

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.14

  	
   

  	
  Disclosure
  Updates

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.15

  	
   

  	
  Control
  Agreements

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.16

  	
   

  	
  Formation of Subsidiaries

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  

  	
   

  	
  5.17

  	
   

  	
  ERISA Compliance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.18

  	
   

  	
  Restructuring of
  Cash Management

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.19

  	
   

  	
  Further Assurances

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.20

  	
   

  	
  Post Closing
  Requirements

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1

  	
   

  	
  Indebtedness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.2

  	
   

  	
  Liens

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.3

  	
   

  	
  Restrictions on
  Fundamental Changes

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.4

  	
   

  	
  Disposal of
  Assets

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.5

  	
   

  	
  Change Name

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.6

  	
   

  	
  Nature of
  Business

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.7

  	
   

  	
  Payments and
  Amendments

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.8

  	
   

  	
  [Reserved.]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.9

  	
   

  	
  Consignments

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.10

  	
   

  	
  Distributions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.11

  	
   

  	
  Accounting
  Methods

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.12

  	
   

  	
  Investments

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.13

  	
   

  	
  Transactions
  with Affiliates

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.14

  	
   

  	
  Use of Proceeds

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.15

  	
   

  	
  [Reserved.]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.16

  	
   

  	
  Financial
  Covenant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.17

  	
   

  	
  ERISA

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  EVENTS OF DEFAULT

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  THE LENDER
  GROUP’S RIGHTS AND REMEDIES

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.1

  	
   

  	
  Rights and
  Remedies

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.2

  	
   

  	
  Remedies
  Cumulative

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  TAXES AND
  EXPENSES

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  WAIVERS;
  INDEMNIFICATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.1

  	
   

  	
  Demand; Protest;
  etc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.2

  	
   

  	
  The Lender
  Group’s Liability for Collateral

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.3

  	
   

  	
  Indemnification

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.4

  	
   

  	
  Waiver of
  Consequential Damages, Etc

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  NOTICES

  	
   

  	
   

  	
   

  



 



 iii
 









 


	
  12.

  	
   

  	
  CHOICE OF LAW
  AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  ASSIGNMENTS AND
  PARTICIPATIONS; SUCCESSORS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13.1

  	
   

  	
  Assignments and
  Participations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  13.2

  	
   

  	
  Successors

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  AMENDMENTS;
  WAIVERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.1

  	
   

  	
  Amendments and
  Waivers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.2

  	
   

  	
  Replacement of
  Holdout Lender

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14.3

  	
   

  	
  No Waivers;
  Cumulative Remedies

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  AGENT; THE
  LENDER GROUP

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.1

  	
   

  	
  Appointment and
  Authorization of Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.2

  	
   

  	
  Delegation of
  Duties

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.3

  	
   

  	
  Liability of
  Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.4

  	
   

  	
  Reliance by
  Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.5

  	
   

  	
  Notice of
  Default or Event of Default

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.6

  	
   

  	
  Credit Decision

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.7

  	
   

  	
  Costs and
  Expenses; Indemnification

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.8

  	
   

  	
  Agent in
  Individual Capacity

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.9

  	
   

  	
  Successor Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.10

  	
   

  	
  Lender in
  Individual Capacity

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.11

  	
   

  	
  Collateral
  Matters

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.12

  	
   

  	
  Restrictions on
  Actions by Lenders; Sharing of Payments

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.13

  	
   

  	
  Agency for
  Perfection

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.14

  	
   

  	
  Payments by
  Agent to the Lenders

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.15

  	
   

  	
  Concerning the
  Collateral and Related Loan Documents

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.16

  	
   

  	
  Field Audits and
  Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports
  and Information

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  15.17

  	
   

  	
  Several
  Obligations; No Liability

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  WITHHOLDING
  TAXES

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  GENERAL
  PROVISIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.1

  	
   

  	
  Effectiveness

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.2

  	
   

  	
  Section Headings

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.3

  	
   

  	
  Interpretation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.4

  	
   

  	
  Severability of
  Provisions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.5

  	
   

  	
  Bank Product Providers

  	
   

  	
   

  	
   

  



 



 iv
 









 


	
  

  	
   

  	
  17.6

  	
   

  	
  Lender-Creditor
  Relationship

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.7

  	
   

  	
  Counterparts;
  Electronic Execution

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.8

  	
   

  	
  Revival and
  Reinstatement of Obligations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.9

  	
   

  	
  Confidentiality

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.10

  	
   

  	
  Lender Group Expenses

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.11

  	
   

  	
  Patriot Act

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.12

  	
   

  	
  Integration

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.13

  	
   

  	
  Parent as Agent
  for Borrowers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.14

  	
   

  	
  Public
  Disclosure

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  17.15

  	
   

  	
  Electronic Delivery of Certain Information

  	
   

  	
   

  	
   

  



 



 v
















EXHIBITS AND SCHEDULES

TO CREDIT AGREEMENT


	
  Exhibit A-1

  	
  Form of Assignment and Acceptance

  
	
  Exhibit C-1

  	
  Form of Compliance Certificate

  
	
  Exhibit L-1

  	
  Form of LIBOR Notice

  
	
  Exhibit L-2

  	
  Form of Loan Limit Certificate

  
	
   

  	
   

  
	
  Schedule A-1

  	
  Agent’s Account

  
	
  Schedule C-1

  	
  Commitments

  
	
   

  	
   

  
	
  Schedule 1.1

  	
  Definitions

  
	
  Schedule 3.1

  	
  Conditions Precedent

  
	
  Schedule 5.2

  	
  Collateral Reporting

  
	
  Schedule 5.3

  	
  Financial Statements, Reports, Certificates

  



 



 1















Schedule C-1


Commitments




	
  Lender

  	
   

  	
  Commitment

  	
   

  
	
  Wells Fargo Foothill,
  Inc.

  	
   

  	
  $75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  All Lenders

  	
   

  	
  $75,000,000

  	
   

  






 


 



 1















SCHEDULE 1.1


As used in the
Agreement, the following terms shall have the following definitions:


“Account”
means an account as that term is defined in the Code.


“Account
Debtor” means any Person who is obligated on an Account, chattel paper, or
a general intangible.


“ACH
Transactions” means any cash management or related services (including the
Automated Clearing House processing of electronic fund transfers through the
direct Federal Reserve Fedline system) provided by a Bank Product Provider for
the account of Administrative Borrower or its Subsidiaries.


“Additional
Documents” has the meaning specified therefor in Section 5.19.


“Administrative
Borrower” has the meaning specified therefor in Section 17.13.


“Advances”
has the meaning specified therefor in Section 2.1(a).


“Acquisition”
means (a) a Stock Acquisition, or (b) an Asset Acquisition, as the
context requires.


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled
by, or is under common control with, such Person.  For purposes of this definition, “control”
means the possession, directly or indirectly through one or more
intermediaries, of the power to direct the management and policies of a Person,
whether through the ownership of Stock, by contract, or otherwise; provided,
however, that, for purposes of Section 6.13 of the
Agreement: (a) any Person which owns directly or indirectly 10% or more of
the Stock having ordinary voting power for the election of directors or other
members of the governing body of a Person or 10% or more of the partnership or
other ownership interests of a Person (other than as a limited partner of such
Person) shall be deemed an Affiliate of such Person, (b) each director (or
comparable manager) of a Person shall be deemed to be an Affiliate of such
Person, and (c) each partnership in which a Person is a general partner
shall be deemed an Affiliate of such Person.


“Agent”
has the meaning specified therefor in the preamble to the Agreement.


“Agent-Related
Persons” means Agent, together with its Affiliates, officers, directors,
employees, attorneys, and agents.


“Agent’s
Account” means the Deposit Account of Agent identified on Schedule A-1.


“Agent’s
Liens” means the Liens granted by any Credit Party to Agent under the Loan
Documents.


“Agreement”
means the Credit Agreement to which this Schedule 1.1 is attached.


“Asset
Acquisition” means the purchase or other acquisition by a Person or its
Subsidiaries of all or substantially all of the assets of any other Person.


“Assignee”
has the meaning specified therefor in Section 13.1(a).













“Assignment
and Acceptance” means an Assignment and Acceptance Agreement substantially
in the form of Exhibit A-1.


“Authorized
Person” means any officer or employee of Administrative Borrower.


“Availability”
means, as of any date of determination, the amount that Borrowers are entitled
to borrow as Advances under Section 2.1 of the Agreement (after giving
effect to all then outstanding Obligations (other than Bank Product
Obligations) and all sublimits and reserves then applicable hereunder).


“Bank
Product” means any financial accommodation extended to any Credit Party or
its Subsidiaries by a Bank Product Provider (other than pursuant to the
Agreement) including:  (a) credit
cards, (b) credit card processing services, (c) debit cards,
(d) purchase cards, (e) ACH Transactions, (f) cash management,
including controlled disbursement, accounts or services, or
(g) transactions under Hedge Agreements.


“Bank
Product Agreements” means those agreements entered into from time to time
by any Credit Party or its Subsidiaries with a Bank Product Provider in
connection with the obtaining of any of the Bank Products.


“Bank
Product Collateralization” means providing cash collateral (pursuant to
documentation reasonably satisfactory to Agent) to be held by Agent for the
benefit of the Bank Product Providers in an amount determined by Agent as
sufficient to satisfy the reasonably estimated credit exposure with respect to
the then existing Bank Products.


“Bank
Product Obligations” means all obligations, liabilities, contingent
reimbursement obligations, fees, and expenses owing by any Credit Party or its
Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank
Product Agreements and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, and including all such amounts that any Credit
Party or its Subsidiaries are obligated to reimburse to Agent or any member of
the Lender Group as a result of Agent or such member of the Lender Group
purchasing participations from, or executing indemnities or reimbursement
obligations to, a Bank Product Provider with respect to the Bank Products
provided by such Bank Product Provider to any Credit Party or its Subsidiaries.


“Bank
Product Provider” means Wells Fargo or any of its Affiliates.


“Bank
Product Reserve” means, as of any date of determination, the lesser of
(a) $7,500,000, and (b) the amount of reserves that Agent has
established (based upon the Bank Product Providers’ reasonable determination of
the credit exposure of the Credit Parties’ and their respective Subsidiaries in
respect of Bank Products) in respect of Bank Products then provided or
outstanding.


“Bankruptcy
Code” means Title 11 of the United States Code.


“Base
LIBOR Rate” means the rate per annum, determined by Agent in accordance
with its customary procedures, and utilizing such electronic or other quotation
sources as it considers appropriate, to be the rate at which Dollar deposits
(for delivery on the first day of the requested Interest Period) are offered to
major banks in the London interbank market 2 Business Days prior to the
commencement of the requested Interest Period, for a term and in an amount
comparable to the Interest Period and the amount of the LIBOR Rate Loan
requested (whether as an initial LIBOR Rate Loan or as a continuation of a
LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by
Administrative Borrower in accordance with the Agreement, which determination
shall be conclusive in the absence of manifest error.



 2
 









“Base
Rate” means, the rate of interest announced, from time to time, within
Wells Fargo at its principal office in San Francisco as its “prime rate”, with
the understanding that the “prime rate” is one of Wells Fargo’s base rates (not
necessarily the lowest of such rates) and serves as the basis upon which
effective rates of interest are calculated for those loans making reference
thereto and is evidenced by the recording thereof after its announcement in
such internal publications as Wells Fargo may designate.


“Base
Rate Loan” means the portion of the Advances that bears interest at a rate
determined by reference to the Base Rate.


“Benefit
Plan” means a “defined benefit plan” (as defined in Section 3(35)
of ERISA) for which any Credit Party or any Subsidiary or ERISA Affiliate of
any Credit Party has been an “employer” (as defined in Section 3(5)
of ERISA) within the past six years.


“Board
of Directors” means the board of directors (or comparable managers) of
Parent (or as the context may require, of any Credit Party) or any committee
thereof duly authorized to act on behalf of the board of directors (or
comparable managers).


“Borrower”
and “Borrowers” have the respective meanings specified therefor in the
preamble to the Agreement.


“Borrowing”
means a borrowing hereunder consisting of Advances made on the same day by the
Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing
Loan, or by Agent in the case of a Protective Advance.


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which
banks are authorized or required to close in the state of California or New
York, except that, if a determination of a Business Day shall relate to a LIBOR
Rate Loan, the term “Business Day” also shall exclude any day on which banks
are closed for dealings in Dollar deposits in the London interbank market.


“Capital
Expenditures” means, with respect to any Person for any period, the
aggregate of all expenditures by such Person and its Subsidiaries during such
period that are capital expenditures as determined in accordance with GAAP,
whether such expenditures are paid in cash or financed.


“Capital
Lease” means a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP.


“Capitalized
Lease Obligation” means that portion of the obligations under a Capital
Lease that is required to be capitalized in accordance with GAAP.


“Cash
Equivalents” means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or issued by any agency
thereof and backed by the full faith and credit of the United States, in each
case maturing within 2 years from the date of acquisition thereof, (b) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within 1 year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors
Service, Inc. (“Moody’s”), (c) commercial paper maturing no more
than 270 days from the date of creation thereof and, at the time of
acquisition, having a rating of at least A-1 from S&P or at least P-1 from
Moody’s, (d) certificates of deposit or bankers’ acceptances maturing
within 1 year from the date of acquisition thereof issued by any bank organized
under the laws of the United States or any state thereof having at the date of
acquisition thereof combined capital and surplus of not less than $250,000,000,
(e) Deposit 



 3
 









Accounts maintained with (i) any bank that satisfies the criteria
described in clause (d) above, or (ii) any other bank organized under the
laws of the United States or any state thereof so long as the amount maintained
with any such other bank is less than or equal to $100,000 and is insured by
the Federal Deposit Insurance Corporation, and (f) Investments in money
market funds substantially all of whose assets are invested in the types of
assets described in clauses (a) through (e) above.


“Cash
Management Account” has the meaning specified therefor in Section 2.7(a).


“Cash
Management Agreements” means those certain cash management agreements, in
form and substance satisfactory to Agent, each of which is among Administrative
Borrower or one of its Subsidiaries, Agent, and one of the Cash Management
Banks.


“Cash
Management Bank” has the meaning specified therefor in Section 2.7(a).


“Cash
Sweep Instruction” has the meaning specified therefor in Section 2.7(b).


“Change
of Control” means that (a) any “person” or “group” (within the meaning
of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 25%, or more, of the Stock
of Parent  having the right to vote
for the election of members of the Board of Directors, (c) a majority of
the members of the Board of Directors do not constitute Continuing Directors or
(d) other than pursuant to a transaction permitted under Section 6.3,
any Credit Party fails to own and control, directly or indirectly, 100% of the
Stock of each of its Subsidiaries.


“Closing
Date” means the date of the making of the initial Advance (or other
extension of credit) hereunder or the date on which Agent sends Administrative
Borrower a written notice that each of the conditions precedent set forth on Schedule
3.1 either have been satisfied or have been waived.


“Code”
means the California Uniform Commercial Code.


“Collateral”
means all assets and interests in assets and proceeds thereof now owned or
hereafter acquired by any Credit Party or its Subsidiaries in or upon which a
Lien is granted under any of the Loan Documents.


“Collateral
Access Agreement” means a landlord waiver, bailee letter, or
acknowledgement agreement of any lessor, warehouseman, processor, consignee, or
other Person in possession of, having a Lien upon, or having rights or interests
in any Credit Party’s or its Subsidiaries’ books and records, Equipment or
Inventory, in each case, in form and substance satisfactory to Agent.


“Collections”
means all cash, checks, notes,
instruments, and other items of payment (including insurance proceeds, proceeds
of cash sales, rental proceeds, and tax refunds).


“Commitment”
means, with respect to each Lender, its Commitment, and, with respect to all
Lenders, their Commitments, in each case as such Dollar amounts are set forth
beside such Lender’s name under the applicable heading on Schedule C-1
or in the Assignment and Acceptance pursuant to which such Lender became a
Lender hereunder, as such amounts may be reduced or increased from time to time
pursuant to assignments made in accordance with the provisions of Section 13.1
or pursuant to Section 2.1(d).


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1
delivered by the chief financial officer of Parent to Agent.



 4
 









“Continuing
Director” means (a) any member of the Board of Directors who was a
director (or comparable manager) of Parent (or any Credit Party, as the context
may require) on the Closing Date, and (b) any individual who becomes a
member of the Board of Directors after the Closing Date if such individual was
appointed or nominated for election to the Board of Directors by a majority of
the Continuing Directors, but excluding any such individual originally proposed
for election in opposition to the Board of Directors in office at the Closing
Date in an actual or threatened election contest relating to the election of
the directors (or comparable managers) of Parent (or any Credit Party, as the
context may require) and whose initial assumption of office resulted from such
contest or the settlement thereof.


“Control
Agreement” means a control agreement, in form and substance satisfactory to
Agent, executed and delivered by a Credit Party or one of its Subsidiaries,
Agent, and the applicable securities intermediary (with respect to a Securities
Account) or bank (with respect to a Deposit Account).


“Controlled
Foreign Corporation” means a “controlled foreign corporation” as defined in
the IRC.


“Copyright
Security Agreement” has the meaning specified therefor in the Security
Agreement.


“Credit
Parties” means, collectively, Borrowers and the Guarantors, and “Credit
Party” means any one of them.


“Daily
Balance” means, as of any date of determination and with respect to any
Obligation, the amount of such Obligation owed at the end of such day.


“Default”
means an event, condition, or default that, with the giving of notice, the
passage of time, or both, would be an Event of Default.


“Defaulting
Lender” means any Lender that fails to make any Advance (or other extension
of credit) that it is required to make hereunder on the date that it is
required to do so hereunder.


“Defaulting
Lender Rate” means (a) for the first 3 days from and after the date
the relevant payment is due, the Base Rate, and (b) thereafter, the
interest rate then applicable to Advances that are Base Rate Loans.


“Deposit
Account” means any deposit account as that term is defined in the Code.


“Designated
Account” means the Deposit Account of Administrative Borrower identified on
Schedule D-1 to the Disclosure Letter.


“Designated
Account Bank” has the meaning specified therefor in Schedule D-1
to the Disclosure Letter.


“Disclosure
Letter” means that certain Disclosure Letter, dated the date hereof,
delivered by the Credit Parties to Agent, in form and substance satisfactory to
the Agent.


“Dollars”
or “$” means United States dollars.


“EBITDA”
means, with respect to any fiscal period, Parent’s and its Subsidiaries’ (a)
consolidated net earnings (or loss), minus (b) the sum of (i) extraordinary
gains and interest income for such period and (ii) software development costs
to the extent capitalized during such period, plus 



 5
 









(c) the sum of (i) interest expense, income taxes and depreciation and
amortization for such period, (ii) non-cash charges for Stock based
compensation to employees of Parent or its Subsidiaries for the 12 calendar
month period ending on the last day of such fiscal period and (iii) during the
period from October 1, 2006 through December 31, 2007, non-cash restructuring
charges; in each case, determined on a consolidated basis in accordance with GAAP.  For the purposes of calculating EBITDA for
any period of four consecutive fiscal quarters (each, a “Reference Period”),
if at any time during such Reference Period (and after the Closing Date) Parent
or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for
such Reference Period shall be calculated after giving pro forma effect thereto
in accordance with Regulation S-X promulgated under the Exchange Act or in such
other manner acceptable to the Agent as if the Permitted Acquisition occurred
on the first day of such Reference Period.


“Eligible
Transferee” means (a) a commercial bank organized under the laws of
the United States, or any state thereof, and having total assets in excess of
$250,000,000, (b) a commercial bank organized under the laws of any other
country which is a member of the Organization for Economic Cooperation and
Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a
branch or agency located in the United States, (c) a finance company,
insurance company, financial institution or fund that is engaged in making,
purchasing, or otherwise investing in commercial loans in the ordinary course
of its business and having (together with its Affiliates) total assets in
excess of $250,000,000, (d) any Lender or Affiliate (other than
individuals) of a Lender, (e) so long as no Event of Default has occurred
and is continuing, any other Person approved by Agent and Administrative
Borrower (which approval of Administrative Borrower shall not be unreasonably
withheld, delayed, or conditioned), and (f) during the continuation of an
Event of Default, any other Person approved by Agent.


“Environmental
Actions” means any complaint, summons, citation, notice, directive, order,
claim, litigation, investigation, judicial or administrative proceeding,
judgment, letter, or other written communication from any Governmental
Authority, or any third party involving violations of Environmental Laws or
releases of Hazardous Materials from (a) any assets, properties, or
businesses of any Credit Party, any Subsidiary of a Credit Party, or any of
their predecessors in interest, (b) from adjoining properties or
businesses, or (c) from or onto any facilities which received Hazardous
Materials generated by any Credit Party, any Subsidiary of a Credit Party, or
any of their predecessors in interest.


“Environmental
Law” means any applicable federal, state, provincial, foreign or local
statute, law, rule, regulation, ordinance, code, binding and enforceable
guideline, binding and enforceable written policy or rule of common law now or
hereafter in effect and in each case as amended, or any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, in each case, to the extent binding on any
Credit Party or any Subsidiary of a Credit Party, relating to the environment,
the effect of the environment on employee health, or Hazardous Materials, in each
case as amended from time to time.


“Environmental
Liabilities” means all liabilities, monetary obligations, losses, damages,
punitive damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, experts,
or consultants, and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand,
or Remedial Action required, by any Governmental Authority or any third party,
and which relate to any Environmental Action.


“Environmental
Lien” means any Lien in favor of any Governmental Authority for
Environmental Liabilities.


“Equipment”
means equipment as that term is defined in the Code.


 



 6















“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, from
time to time, and the regulations promulgated thereunder.


“ERISA
Affiliate” means each business or entity which is, or within the last six
years was, a member of a “controlled group of corporations”, under “common
control” or an “affiliated service group” with any Credit Party or any of their
respective Subsidiaries within the meaning of Section 414(b), (c) or (m) of the
IRC, required to be aggregated with any Credit Party or any of their respective
Subsidiaries under Section 414(o) of the IRC, or is, or within the last six
years was, under “common control” with any Credit Party or any of their
respective Subsidiaries, within the meaning of Section 4001(a)(14) of ERISA.


“ERISA
Event” means (a) a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such Section with respect to a Pension
Plan, excluding, however, such events as to which the PBGC by regulation has
waived the requirement of Section 4043(a) of ERISA that it be notified
within 30 days of the occurrence of such event; (b) the applicability of the
requirements of Section 4043(b) of ERISA with respect to a contributing
sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan
where an event described in paragraph (9), (10), (11), (12) or (13) of
Section 4043(c) of ERISA is reasonably expected to occur with respect to
such plan within the following 30 days; (c) a withdrawal by any Credit
Party, any of their respective Subsidiaries, or any ERISA Affiliate from a
Pension Plan or the termination of any Pension Plan resulting in liability
under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any
Credit Party, any of their respective Subsidiaries, or ERISA Affiliate in a complete
or partial withdrawal (within the meaning of Section 4203 and 4205 of
ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by any Credit Party, any of their respective
Subsidiaries, or ERISA Affiliate of notice from any Multiemployer Plan that it
is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA;  (e) the filing of a notice
of intent to terminate, the treatment of a plan amendment as a termination
under Section 4041 or 4041A of ERISA, or the commencement of proceedings
by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) the
imposition of liability on any Credit Party, any of their respective
Subsidiaries, or any ERISA Affiliate pursuant to Sections 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (g) the
failure by any Credit Party, any of their respective Subsidiaries, or any ERISA
Affiliate to make any required contribution to a Pension Plan (or the failure
to make a required contribution in any material respect with respect to any
Plan that is not a Pension Plan or a Multiemployer Plan), or the failure to
meet the minimum funding standard of Section 412 of the IRC with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
IRC) or the failure to make by its due date a required installment under
Section 412(m) of the IRC with respect to any Pension Plan or the failure to
make any required contribution to a Multiemployer Plan; (h) an event or
condition which might reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; (i) the
imposition of any material liability under Title I or Title IV of ERISA,
other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon any Credit Party, any of their respective Subsidiaries or any ERISA
Affiliate; (j) an application for a funding waiver under Section 303 of
ERISA or an extension of any amortization period pursuant to Section 412
of the IRC with respect to any Pension Plan; (k) the occurrence of a non-exempt
prohibited transaction under Sections 406 or 407 of ERISA for which any Credit
Party, or any of their respective Subsidiaries, may be directly or indirectly
liable and which is reasonably expected to result in a material liability to
any Credit Party or any of their respective Subsidiaries; (l) a material
violation of the applicable requirements of Section 404 or 405 of
ERISA or the exclusive benefit rule under Section 401(a) of the IRC by any
fiduciary or disqualified person for which any Credit Party, any of their
respective Subsidiaries or any ERISA Affiliate may be directly or indirectly
liable; (m) the occurrence of an act or omission which could give rise to the
imposition on any Credit Party, any of their respective Subsidiaries, or any
ERISA Affiliate of material fines, material penalties, material taxes or
material related charges under Chapter 43 of the IRC or under Sections 409,
502(c), (i) or (1) or 4071 of ERISA; (n) the assertion of a material claim 



 7
 









(other than routine claims for benefits) against any Plan or the assets
thereof, or against any Credit Party or any of their respective Subsidiaries in
connection with any such Plan; (o) receipt from the Internal Revenue Service of
notice of the failure of any Qualified Plan to qualify under Section 401(a) of
the IRC, or the failure of any trust forming part of any Qualified Plan to fail
to qualify for exemption from taxation under Section 501(a) of the IRC; (p) the
imposition of any lien on any of the rights, properties or assets of any Credit
Party, any of their respective Subsidiaries, or any ERISA Affiliate, in either
case pursuant to Section 302(f) of ERISA or Title IV of ERISA or to the penalty
or excise tax provisions of the IRC or to Section 401(a)(29) or 412(n) of
the IRC; or (q) the establishment or amendment by any Credit Party or any of
their respective Subsidiaries, of any “welfare plan”, as such term is defined
in Section 3(1) of ERISA, that provides post-employment health benefits in
a manner that would materially increase the liability of any Credit Party or
any of their respective Subsidiaries.


“Event
of Default” has the meaning specified therefor in Section 7.


“Excess
Availability” means, as of any date of determination, the amount equal to
Availability minus the aggregate
amount, if any, of all trade payables of Borrowers and their Subsidiaries aged
in excess of their historical levels with respect thereto and all book
overdrafts of Borrowers and their Subsidiaries in excess of their historical
practices with respect thereto, in each case as determined by Agent in its
Permitted Discretion.


“Exchange
Act” means the Securities Exchange Act of 1934.


“Fee
Letter” means that certain fee letter, dated as of the date hereof, among
Borrowers and Agent, in form and substance satisfactory to Agent.


“Funded
Indebtedness” means, as of any date of determination, all Indebtedness for
borrowed money or letters of credit of Parent, determined on a consolidated
basis in accordance with GAAP, that by its terms matures more than one year
after the date of calculation, and any such Indebtedness maturing within one
year from such date that is renewable or extendable at the option of Parent or
its Subsidiaries, as applicable, to a date more than one year from such date,
including, in any event, but without duplication, with respect to Parent and
its Subsidiaries, the Revolver Usage, and the amount of their Capital Lease
Obligations.


“Funding
Date” means the date on which a Borrowing occurs.


“Funding
Losses” has the meaning specified therefor in Section 2.13(b)(ii).


“GAAP”
means generally accepted accounting principles as in effect from time to time
in the United States, consistently applied.


“Governing
Documents” means, with respect to any Person, the certificate or articles
of incorporation, by-laws, or other organizational documents of such Person.


“Governmental
Authority” means any federal, state, local, or other governmental or
administrative body, instrumentality, board, department, or agency or any
court, tribunal, administrative hearing body, arbitration panel, commission, or
other similar dispute-resolving panel or body.


“Guarantors”
means any Person at any time providing a guaranty in favor of Agent, for the
benefit of the Lender Group and the Bank Product Providers, with respect to the
Obligations or whose assets are otherwise pledged as security for the repayment
of the Obligations; and “Guarantor” means any one of them.



 8
 









“Guaranty”
means any guaranty at any time executed and delivered by any Guarantor in favor
of Agent, for the benefit of the Lender Group and the Bank Product Providers,
whether by execution of a joinder to the guaranty described in the foregoing
clause (a) or otherwise.


“Hazardous
Materials” means (a) substances that are defined or listed in, or
otherwise classified pursuant to, any applicable laws or regulations as “hazardous
substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or
any other formulation intended to define, list, or classify substances by
reason of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil,
petroleum, or petroleum derived substances, natural gas, natural gas liquids,
synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development, or production of crude oil, natural gas, or
geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, and (d) asbestos in any form or electrical
equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million.


“Hedge
Agreement” means any and all agreements, or documents now existing or
hereafter entered into by any Credit Party or any of its Subsidiaries that
provide for an interest rate, credit, commodity or equity swap, cap, floor,
collar, forward foreign exchange transaction, currency swap, cross currency
rate swap, currency option, or any combination of, or option with respect to,
these or similar transactions, for the purpose of hedging such Credit Party’s
or any of its Subsidiaries’ exposure to fluctuations in interest or exchange
rates, loan, credit exchange, security or currency valuations or commodity
prices.


“Holdout
Lender” has the meaning specified therefor in Section 14.2(a).


“Indebtedness”
means, without duplication, (a) all obligations for borrowed money,
(b) all obligations evidenced by bonds, debentures, notes, or other
similar instruments and all reimbursement or other obligations in respect of
letters of credit, bankers acceptances, interest rate swaps, hedges,
derivatives or other similar products, (c) all obligations as a lessee
under Capital Leases, (d) all obligations or liabilities of others secured
by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether
such obligation or liability is assumed, (e) all obligations to pay the
deferred purchase price of assets (other than trade payables incurred in the
ordinary course of business and repayable in accordance with customary trade
practices), including, without limitation, earn-outs and other similar
obligations, whether contingent or otherwise, (f) all obligations owing
under Hedge Agreements, and (g) any obligation guaranteeing or intended to
guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that
constitutes Indebtedness under any of clauses (a) through (f) above.


“Indemnified
Liabilities” has the meaning specified therefor in Section 10.3.


“Indemnified
Person” has the meaning specified therefor in Section 10.3.


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other state or federal
bankruptcy or insolvency law, assignments for the benefit of creditors, formal
or informal moratoria, compositions, extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar relief and
including the appointment of a trustee, receiver, administrative receiver,
administrator or similar Person.


“Intercompany
Subordination Agreement” means a subordination agreement executed and
delivered by the Credit Parties and each of their respective Subsidiaries and
Agent, the form and substance of which is satisfactory to Agent.



 9
 









“Interest
Period” means, with respect to each LIBOR Rate Loan, a period commencing on
the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR
Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and
ending 1, 2, 3 or 6 months thereafter; provided, however, that
(a) if any Interest Period would end on a day that is not a Business Day,
such Interest Period shall be extended (subject to clauses (c)-(e) below) to
the next succeeding Business Day, (b) interest shall accrue at the
applicable rate based upon the LIBOR Rate from and including the first day of each
Interest Period to, but excluding, the day on which any Interest Period
expires, (c) any Interest Period that would end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (d) with respect to
an Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period), the Interest Period shall end on the
last Business Day of the calendar month that is 1, 2, 3 or 6 months after the
date on which the Interest Period began, as applicable, and (e) Borrowers
(or Administrative Borrower on behalf thereof) may not elect an Interest Period
which will end after the Maturity Date.


“Inventory”
means inventory as that term is defined in the Code.


“Investment”
means, with respect to any Person, any investment by such Person in any other
Person (including Affiliates) in the form of loans, guarantees, advances, or
capital contributions (excluding (a) commission, travel, and similar
advances to officers and employees of such Person made in the ordinary course
of business, and (b) bona fide Accounts arising in the ordinary course of
business consistent with past practice), purchases or other acquisitions of
Indebtedness, Stock, or all or substantially all of the assets of such other
Person (or of any division or business line of such other Person), and any
other items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP.


“Investment
Policy” means Parent’s cash management policy described on Schedule I-1
to the Disclosure Letter, as the same may be revised after the Closing Date
pursuant to the approval of the Board of Directors of Parent and disclosed to
Agent.


“IRC”
means the Internal Revenue Code of 1986.


“Issuing
Lender” means WFF or any other Lender that, at the request of
Administrative Borrower and with the consent of Agent, agrees, in such Lender’s
sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or
L/C Undertakings pursuant to Section 2.12.


“L/C”
has the meaning specified therefor in Section 2.12(a).


“L/C
Disbursement” means a payment made by the Issuing Lender pursuant to a
Letter of Credit.


“L/C
Undertaking” has the meaning specified therefor in Section 2.12(a).


“Lender”
and “Lenders” have the respective meanings set forth in the preamble to
the Agreement, and shall include any other Person made a party to the Agreement
in accordance with the provisions of Section 13.1.


“Lender
Group” means, individually and collectively, each of the Lenders (including
the Issuing Lender) and Agent.


“Lender
Group Expenses” means all (a) costs or expenses (including taxes, and
insurance premiums) required to be paid by any Credit Party or its Subsidiaries
under any of the Loan 



 10
 









Documents that are paid, advanced, or incurred by the Lender Group,
(b) fees or charges paid or incurred by Agent in connection with the
Lender Group’s transactions with the Credit Parties or their respective
Subsidiaries, including, fees or charges for photocopying, notarization,
couriers and messengers, telecommunication, public record searches (including
tax lien, litigation, and Uniform Commercial Code searches and including
searches with the patent and trademark office, the copyright office, or the
department of motor vehicles), filing, recording, publication, appraisal
(including periodic collateral appraisals or business valuations to the extent
of the fees and charges (and up to the amount of any limitation) contained in
the Agreement or the Fee Letter, real estate surveys, real estate title
policies and endorsements, and environmental audits, (c) costs and
expenses incurred by Agent in the disbursement of funds to Borrowers or other
members of the Lender Group (by wire transfer or otherwise), (d) charges
paid or incurred by Agent resulting from the dishonor of checks,
(e) reasonable costs and expenses paid or incurred by the Lender Group to
correct any default or enforce any provision of the Loan Documents, or in
gaining possession of, maintaining, handling, preserving, storing, shipping,
selling, preparing for sale, or advertising to sell the Collateral, or any
portion thereof, irrespective of whether a sale is consummated, (f) audit
fees and expenses of Agent related to any inspections or audits to the extent
of the fees and charges (and up to the amount of any limitation) contained in
the Agreement or the Fee Letter, (g) reasonable costs and expenses of
third party claims or any other suit paid or incurred by the Lender Group in
enforcing or defending the Loan Documents or in connection with the
transactions contemplated by the Loan Documents or the Lender Group’s
relationship with any Credit Party or any Subsidiary of a Credit Party,
including without limitation, amounts incurred or paid in connection with
Indemnified Liabilities as set forth in Section 10.3, (h) Agent’s
and each Lender’s reasonable costs and expenses (including reasonable attorneys’
fees) incurred in advising, structuring, drafting, reviewing, administering,
syndicating, or amending the Loan Documents, and (i) Agent’s and each
Lender’s reasonable costs and expenses (including reasonable attorneys,
accountants, consultants, and other advisors fees and expenses) incurred in
terminating, enforcing (including reasonably attorneys, accountants,
consultants, and other advisors fees and expenses incurred in connection with a
“workout,” a “restructuring,” or an Insolvency Proceeding concerning any Credit
Party or any Subsidiary of a Credit Party or in exercising rights or remedies
under the Loan Documents), or defending the Loan Documents, irrespective of
whether suit is brought, or in taking any Remedial Action concerning the
Collateral.


“Lender-Related
Person” means, with respect to any Lender, such Lender, together with such
Lender’s Affiliates, officers, directors, employees, attorneys, and agents.


“Letter
of Credit” means an L/C or an L/C Undertaking, as the context requires.


“Letter
of Credit Collateralization” means either (a) providing cash collateral
(pursuant to documentation reasonably satisfactory to Agent) to be held by
Agent for the benefit of those Lenders with a Revolver Commitment in an amount
equal to 105% of the then existing Letter of Credit Usage, (ii) causing the
Underlying Letters of Credit to be returned to the Issuing Lender, or (iii)
providing Agent with a standby letter of credit, in form and substance
reasonably satisfactory to Agent, from a commercial bank acceptable to the
Agent (in its sole discretion) in an equal to 105% of the then existing Letter
of Credit Usage.


“Letter
of Credit Usage” means, as of any date of determination, the aggregate
undrawn amount of all outstanding Letters of Credit.


“Leverage
Ratio” means, as of any date of determination, (a) the amount of Parent’s
Funded Indebtedness as of such date, divided by (b) Parent’s EBITDA for the 12
month period ended as of such date.


“LIBOR
Deadline” has the meaning specified therefor in Section 2.13(b)(i).



 11
 









“LIBOR
Notice” means a written notice in the form of Exhibit L-1.


“LIBOR
Option” has the meaning specified therefor in Section 2.13(a).


“LIBOR
Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate
per annum determined by Agent by dividing (a) the Base LIBOR Rate for such
Interest Period, by (b) 100% minus the Reserve Percentage.  The LIBOR Rate shall be adjusted on and as of
the effective day of any change in the Reserve Percentage.


“LIBOR
Rate Loan” means each portion of an Advance that bears interest at a rate
determined by reference to the LIBOR Rate.


“LIBOR
Rate Margin” means 1.50 percentage points.


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, easement, lien (statutory or other), security
interest, or other security arrangement and any other preference, priority, or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale contract or other title retention agreement, the interest of a
lessor under a Capital Lease, any synthetic or other financing lease having
substantially the same economic effect as any of the foregoing or and/or any
delivery of stock certificates or other negotiable collateral to any creditor.


“Limiter
Excess” has the meaning specified therefor in Section 2.4(c).


“Line
Increase” has the meaning specified therefor in Section 2.1(d).


“Loan
Account” has the meaning specified therefor in Section 2.10.


“Loan
Documents” means the Agreement, the Additional Documents, the Bank Product
Agreements, the Loan Limit Certificates, the Cash Management Agreements, the
Control Agreements, the Copyright Security Agreement, the Disclosure Letter,
the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the
Letters of Credit, the Mortgages, the Patent Security Agreement, the Perfection
Certificate, the Security Agreement, the Subordination Agreements, the
Trademark Security Agreement, any note or notes executed by a Borrower in
connection with the Agreement and payable to a member of the Lender Group and
any other agreement entered into, now or in the future, by any Credit Party or
any of their respective Subsidiaries and any member of the Lender Group in
connection with the Agreement.


“Loan
Limit” has the meaning specified therefor in Section 2.4(c).


“Loan
Limit Certificate” means a certificate in the form of Exhibit L-2.


“Material
Adverse Change” means (a) a material adverse change in the business,
operations, results of operations, assets, liabilities or financial condition
of either (i) any Borrower who, as of any date of determination, contributed
10% or more of the TTM Recurring Revenue most recently reported to Agent
pursuant to a Loan Limit Certificate or (ii) the Credit Parties and their
respective Subsidiaries, taken as a whole, (b) a material impairment of
the ability to perform its material obligations under the Loan Documents to
which it is a party with respect to either (i) any Borrower who, as of any date
of determination, is a Material Subsidiary or (ii) the Credit Parties and their
respective Subsidiaries, taken as a whole, (c) a material impairment of the
Lender Group’s ability to enforce the Obligations or realize upon the
Collateral, or (d) a material impairment of the enforceability or priority
of the Agent’s Liens with respect to the Collateral as a result of an action or
failure to act on the part of any Credit Party or a Subsidiary of a Credit
Party.



 12
 









“Material
Contracts” means each contract or agreement required to be filed with the
SEC as an exhibit to Parent’s most recent Annual Report on Form 10-K and
Quarterly Report(s) on Form 10-Q pursuant to the requirements of clauses (2),
(4), (9) or (10) of Item 601(b) of Regulation S-K (other than those which have
expired, terminated or are otherwise no longer in effect).


“Material
Subsidiary” means any Subsidiary of a Credit Party who contributed 10% or
more of the TTM Recurring Revenue most recently reported to Agent pursuant to a
Loan Limit Certificate.


“Maturity
Date” has the meaning specified therefor in Section 3.3.


“Maximum
Revolver Amount” means $75,000,000, as such amount may be increased
pursuant to Section 2.1(d).


“Moody’s”
has the meaning specified therefor in the definition of Cash Equivalents.


“Mortgage
Policy” means any and all mortgagee title insurance policies (or marked
commitments to issue the same), in form and substance satisfactory to Agent in
its Permitted Discretion, for the Real Property Collateral, issued by a title
insurance company satisfactory to Agent in amounts satisfactory to Agent,
assuring Agent that the Mortgages on such Real Property Collateral are valid
and enforceable first priority mortgage Liens thereon free and clean of all
defects and encumbrances except Permitted Liens.


“Mortgages”
means, individually and collectively, one or more mortgages, deeds of trust, or
deeds to secure debt, executed and delivered by a Borrower or a Subsidiary of a
Borrower in favor of Agent, in form and substance satisfactory to Agent, that
encumber the Real Property Collateral.


“Multiemployer
Plan” means a “multiemployer plan” (within the meaning of
Section 3(37) of ERISA) to which any Credit Party, any of its
Subsidiaries, or any ERISA Affiliate makes, is making, is obligated, or within
the last six years has been obligated, to make contributions.


“Obligations”
means (a) all loans, Advances, debts, principal, interest (including any
interest that accrues after the commencement of an Insolvency Proceeding
regardless of whether allowed or allowable in whole or in part as a claim in
any such Insolvency Proceeding), contingent reimbursement obligations with
respect to outstanding Letters of Credit, premiums, liabilities (including all
amounts charged to Borrowers’ Loan Account pursuant to the Agreement),
obligations (including indemnification obligations), fees (including the fees
provided for in the Fee Letter), charges, costs, Lender Group Expenses
(including any fees or expenses that accrue after the commencement of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or
in part as a claim in any such Insolvency Proceeding), lease payments,
guaranties, covenants, and duties of any kind and description owing by
Borrowers to the Lender Group pursuant to or evidenced by the Loan Documents
and irrespective of whether for the payment of money, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, and including all interest not paid when due and all other
expenses or other amounts that Borrowers are required to pay or reimburse by
the Loan Documents, by law or otherwise in connection with the Loan Documents,
and (b) all Bank Product Obligations. 
Any reference in the Agreement or in the Loan Documents to the
Obligations shall include all or any portion thereof and any extensions,
modifications, renewals, or alterations thereof, both prior and subsequent to
any Insolvency Proceeding.


“Originating
Lender” has the meaning specified therefor in Section 13.1(e).


“Overadvance”
has the meaning specified therefor in Section 2.5. 


 



 13















“Parent”
has the meaning specified therefor in the preamble to the Agreement.


“Participant”
has the meaning specified therefor in Section 13.1(e).


“Patent
Security Agreement” has the meaning specified therefor in the Security
Agreement.


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as amended from time to time.


“PBGC”
means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA.


“Pension
Plan” means an employee benefit plan (as defined in Section 3(3) of
ERISA) other than a Multiemployer Plan (a) that is or was within the last six
years maintained or sponsored by any Credit Party, any of its Subsidiaries, or
any ERISA Affiliate or to which any Credit Party, any of its Subsidiaries, or
any ERISA Affiliate has within the last six years made, or was obligated to
make, contributions, and (b)  that
is or was subject to Section 412 of the IRC, Section 302 of ERISA or Title IV
of ERISA.


“Perfection
Certificate” means the representations and warranties of officers form
submitted by Agent to Administrative Borrower, together with the Credit Parties’
completed responses to the inquiries set forth therein, the form and substance
of such responses to be satisfactory to Agent in its Permitted Discretion.


“Permitted
Acquisition” means (a) a Permitted Cash Acquisition, or (b) a Permitted
Non-Cash Acquisition, as the context requires.


“Permitted
Cash Acquisition” means any Acquisition as to which each of the following
is applicable;


(a)           such Acquisition qualifies as a Permitted Non-Cash
Acquisition except that the consideration payable in respect of the proposed
Acquisition includes some form of consideration other than solely the
consideration specified in clause (b) of the definition of Permitted Non-Cash
Acquisition;


(b)           Parent has provided Agent with forecasted balance sheets,
profit and loss statements, and cash flow statements of the Person to be
acquired, all prepared on a basis consistent with such Person’s historical
financial statements, together with appropriate supporting details and a
statement of underlying assumptions for the 1 year period following the date of
the proposed Acquisition (on a quarter by quarter basis), in form and substance
(including as to scope and underlying assumptions) reasonably satisfactory to
Agent;


(c)           Borrowers shall have Availability plus Qualified Cash in
an amount equal to $25,000,000 immediately after giving effect to the
consummation of the proposed Acquisition,


(d)                   the assets
being acquired (other than a de minimis amount
of assets in relation to the assets being acquired) are located within the
United States or the Person whose Stock is being acquired is organized in a
jurisdiction located within the United States,


(e)                   the cash
portion of the purchase consideration payable in respect of all Permitted Cash
Acquisitions, in the aggregate (including the proposed Acquisition and
including deferred payment obligations) shall not exceed $20,000,000 in the
aggregate; provided, however, that 



 14
 









the
cash portion of the Purchase Price of any single Permitted Cash Acquisition or
series of related Permitted Cash Acquisitions shall not exceed $5,000,000 in
the aggregate,


(f)                    in the case
of an Asset Acquisition (and notwithstanding any contrary provisions of Section
5.16 or any other contrary provision of the Agreement), Borrower or the
Guarantor, as applicable, shall have executed and delivered any and all
documentation reasonably requested by Agent in order to provide Agent with a
first priority perfected security interest, subject to Permitted Liens, in such
assets, and


(g)                   in the case
of a Stock Acquisition (and notwithstanding any contrary provisions of Section
5.16 or any other contrary provision of the Agreement), (i) the Person
whose Stock is being acquired shall have executed and delivered any and all
documentation reasonably requested by Agent in order to become a Guarantor,
(ii) the Person whose Stock is being acquired shall have executed and delivered
any and all documentation reasonably requested by Agent in order to provide
Agent with a first priority perfected security interest, subject to Permitted
Liens, in the assets of such Person, and (iii) the owner of the Stock subject
to such Stock Acquisition shall have executed and delivered any and all
documentation reasonably requested by Agent in order to provide Agent with a
first priority perfected security interest in such Stock.


“Permitted
Discretion” means a determination made in the exercise of reasonable (from
the perspective of a lender of the same type as WFF) business judgment.


“Permitted
Dispositions” means (a) sales or other dispositions of Equipment that
is worn, damaged, or obsolete in the ordinary course of business,
(b) sales of Inventory to buyers in the ordinary course of business,
(c) the use or transfer of money or Cash Equivalents in a manner that is
not prohibited by the terms of the Agreement or the other Loan Documents,
(d) the licensing, on a non-exclusive basis, of patents, trademarks,
copyrights, and other intellectual property rights in the ordinary course of
business and (e) transfers of assets (i) of a Borrower to another Borrower,
(ii) of a Guarantor to any Credit Party, (iii) of a Subsidiary of any Credit
Party that is not also a Credit Party to a Credit Party or another U.S.
Subsidiary of a Credit Party, (iv) of a Subsidiary that is a Controlled Foreign
Corporation of any Credit Party to any Credit Party or Subsidiary of any Credit
Party, (v) made in connection with transactions permitted under Sections 6.2,
6.3, 6.10, 6.12 or 6.14, or (vi) which do not
involve assets having a book value in excess of $100,000 in the aggregate
during any one calendar year.


“Permitted
Distributions” means (a) repurchases or redemptions of the Stock of Parent
held by its employees, officers or directors pursuant to any employee stock
ownership plan thereof which are made upon the termination, retirement or death
of any such employee, officer or director (as applicable) in accordance with
the provisions of such plan so long as the aggregate amount paid in connection
with such repurchases or redemptions does not exceed $250,000 in any fiscal
year of Parent, (b) repurchases of the Stock of Parent pursuant to the Stock
Repurchase Program so long as both before and after giving effect to any such
repurchase (i) no Default or Event of Default has occurred or would occur and
(ii) Excess Availability plus Qualified Cash equals or exceeds $25,000,000, (c)
distributions or declarations and payment of dividends by any Subsidiary of a
Credit Party that is not itself a Credit Party to its parent entity, by any
Subsidiary of a Borrower to such Borrower or by any Subsidiary of a Guarantor
that is not a Borrower to such Guarantor, (d) the purchase of fractional shares
of Stock of Parent arising out of stock splits, dividends or combinations or
the conversion of any convertible securities to the extent such stock splits,
dividends or combinations or the conversion of any convertible securities are
otherwise permitted under the Agreement and (e) dividends payable wholly in
common Stock.


“Permitted
Holder” means any of the Persons identified on Schedule P-1
to the Disclosure Letter.



 15
 









“Permitted
Investments” means (a) Investments in cash and Cash Equivalents,
(b) in the case of the Credit Parties and their respective Subsidiaries,
Investments in negotiable instruments for collection, (c) advances made in
connection with purchases of goods or services in the ordinary course of
business, (d) Investments received in settlement of amounts due to a
Credit Party or any Subsidiary of a Credit Party effected in the ordinary
course of business or owing to a Credit Party or any Subsidiary of a Credit
Party as a result of Insolvency Proceedings involving an Account Debtor or upon
the foreclosure or enforcement of any Lien in favor of a Credit Party or any
Subsidiary of a Credit Party, (e) Investments existing on the Closing Date that
are set forth on Schedule P-2 to the Disclosure Letter, it being
understood and agreed that, except as otherwise permitted under another
provision of the Agreement, no further Investments are permitted with respect
to any Investment listed on Schedule P-2 to the Disclosure Letter,
including, without limitation, with respect to Second Street, (f) Investments
arising as a result of Hedge Agreements permitted under Section 6.1(g),
(g) Investments arising as a result of Indebtedness permitted under Section
6.1(f), (h) Investments by any Subsidiary of any Credit Party that is not
itself a Credit Party made in a Credit Party or any other Subsidiary of any
Credit Party, (i) Investments by any Guarantor in any Borrower or by any
Borrower in any other Borrower, (j) loans by a Credit Party or Subsidiary of a
Credit Party to its officers, directors and employees for travel,
entertainment, relocation, and other ordinary course business expenses to the
extent the aggregate outstanding amount of such loans does not exceed $100,000
as of any date of determination, (k) Permitted Acquisitions and the creation of
any Subsidiaries in order to consummate any Permitted Acquisition, (l)
Investments made in accordance with the Investment Policy other than
Investments made in Second Street; provided, however, in the
event any changes are made to the Investment Policy after the date hereof which
Agent, in its Permitted Discretion, deems materially adverse to the interests
of the Lender Group, Agent may revise this clause (l) as deemed
necessary by Agent as a result of such changes, including, without limitation,
to exclude any Investments which would not have been permitted under the
Investment Policy as in effect on the Closing Date, and (m) other Investments
not exceeding $500,000 in the aggregate during any calendar year which are not
made with respect to Second Street Securities.


“Permitted
Liens” means (a) Liens held by Agent to secure the Obligations,
(b) Liens for unpaid taxes, assessments, or other governmental charges or
levies that either (i) are not yet delinquent, or (ii) do not have
priority over the Agent’s Liens and the underlying taxes, assessments, or
charges or levies are the subject of Permitted Protests, (c) judgment
Liens that do not constitute an Event of Default under Section 7.7
of the Agreement, (d) Liens set forth on Schedule P-4 to the
Disclosure Letter to the extent such Liens secure only the Indebtedness secured
by such Liens on the Closing Date and any permitted Refinancing Indebtedness in
respect thereof, (e) the interests of lessors under operating leases,
(f) purchase money Liens or the interests of lessors under Capital Leases
to the extent that such Liens or interests secure Permitted Purchase Money
Indebtedness and so long as (i) such Lien attaches only to the asset purchased
or acquired and the proceeds thereof and (ii) such Lien only secures the
Indebtedness that was incurred to acquire the asset purchased or acquired or
any Refinancing Indebtedness in respect thereof, (g) Liens arising by
operation of law in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers, or suppliers, incurred in the ordinary course of
Borrowers’ business and not in connection with the borrowing of money, and
which Liens either (i) are for sums not yet delinquent, or (ii) are
the subject of Permitted Protests, (h) Liens on amounts deposited in
connection with obtaining worker’s compensation or other unemployment
insurance, (i) Liens on amounts deposited in connection with the making or
entering into of bids, tenders, or leases in the ordinary course of business
and not in connection with the borrowing of money, (j) Liens on amounts
deposited as security for surety or appeal bonds in connection with obtaining
such bonds in the ordinary course of business, (k) with respect to any
Real Property, easements, rights of way, and zoning restrictions that (i) do
not materially interfere with or impair the use or operation thereof and (ii)
are not Environmental Liens, (l) bankers’ Liens, rights of set-off and similar
rights and remedies arising by law or contract in favor of banks, brokerage firms
and other such financial institutions with respect to cash and securities
deposited with such banks, brokerage firms and other such financial
institutions to the extent such Liens, rights and remedies 



 16
 









secure or extend solely to amounts due as a result of the
administration or maintenance of such deposited cash and securities, (m) Liens
securing the payment of insurance premiums financed by an insurance financing
company to the extent such Liens extend to returned premiums on the insurance
policies so financed, (n) the licensing, on a non-exclusive basis, of patents,
trademarks, copyrights, and other intellectual property rights in the ordinary
course of business, (o) the Lien of Silicon Valley Bank on certificate of
deposit number 8800060926, issued in the amount of $1,255,680 to Parent by
Silicon Valley Bank to the extent such Lien secures only the reimbursement
obligations of Parent with respect to letter of credit number SVBSF003903
issued by Silicon Valley Bank for the benefit of Toda Development, Inc. in the
face amount of $1,255,680 and fees due in relation thereto and (p) to the
extent the Credit Parties comply with the provisions of Section 5.20(b)
within the time frames specified therein, the Liens listed on Schedule
5.20(b); provided, however, in no event shall any Permitted
Lien include the delivery of any certificates evidencing Stock which is or is
intended to be subject to Agent’s Lien to any Person other than Agent or a
securities intermediary who has executed a Control Agreement with respect to
such Stock in favor of Agent.


“Permitted Non-Cash
Acquisition” means any Acquisition so long as:


(a)           no Default or Event of Default shall have occurred and be
continuing or would result from the consummation of the proposed Acquisition,


(b)           the consideration payable in respect of the proposed
Acquisition shall be composed solely of (i) common Stock of Parent or (ii)
proceeds of Indebtedness incurred pursuant to Section 6.1(j);


(c)           no Indebtedness will be incurred, assumed, or would exist
with respect to Parent or its Subsidiaries as a result of such Acquisition,
other than Indebtedness, which, if incurred by a Credit Party, would be
permitted under Section 6.1 and no Liens will be incurred, assumed,
or would exist with respect to the assets of Parent or its Subsidiaries as a
result or such Acquisition other than Liens, which, if existing with respect to
a Credit Party, would constitute Permitted Liens;


(d)           Parent has provided Agent with written confirmation,
supported by reasonably detailed calculations, that on a pro forma basis, created by adding the
historical combined financial statements of Parent (including the combined
financial statements of any other Person or assets that were the subject of a
prior Permitted Acquisition during the relevant period) to the historical
consolidated financial statements of the Person to be acquired (or the
historical financial statements related to the assets to be acquired) pursuant
to the proposed Acquisition (adjusted to eliminate expense items that would not
have been incurred and to include income items that would have been recognized,
in each case, if the combination had been accomplished at the beginning of the
relevant period; such eliminations and inclusions to be mutually and reasonably
agreed upon by Parent and Agent), Parent and its Subsidiaries, regardless of
whether or not the Credit Parties are then required to be in compliance with Section
6.16, (i) would have been in compliance with the financial covenants in Section 6.16
for the 12 month period ended immediately prior to the proposed date of
consummation of such proposed Acquisition, and (ii) are projected to be in
compliance with the financial covenants in Section 6.16 for the 12 month
period ended one year after the proposed date of consummation of such proposed
Acquisition, together with copies of all such historical financial statements
of the Person or assets being acquired,


(e)           Parent has provided Agent with written notice of the
proposed Acquisition at least 30 Business Days prior to the anticipated closing
date of the proposed Acquisition and, not later than 5 Business Days prior to
the anticipated closing date of the proposed Acquisition, copies of the
acquisition agreement and other material documents relative to the proposed
Acquisition, which agreement and documents must be reasonably acceptable to
Agent,



 17
 









(f)            the assets being acquired (other than a de minimis amount of assets in relation to
Parent and its Subsidiaries’ total assets), or the Person whose Stock is being
acquired, are useful in or engaged in, as applicable, the business of Parent
and its Subsidiaries or a business reasonably related thereto,


(g)           the subject assets or Stock, as applicable, are being
acquired directly by a Credit Party, and (i) in the case of an Asset
Acquisition, such Credit Party, as applicable, shall have executed and
delivered or authorized, as applicable, any and all documentation reasonably
requested by the Agent in order to include the newly acquired assets within the
collateral hypothecated under the Loan Documents, and (ii) in the case of a
Stock Acquisition, the applicable Credit Parties, shall have complied with Section
5.16 of the Agreement and


(h)           the proposed Acquisition shall be consensual and shall
have been approved by the board of directors (or comparable managers) of the
applicable counterparties to such Acquisition.


“Permitted
Protest” means the right of any Credit Party or any of its Subsidiaries to
protest any Lien (other than any Lien that secures the Obligations), taxes
(other than payroll taxes or taxes that are the subject of a United States
federal tax lien), or rental payment, provided that (a) a reserve with
respect to such obligation is established on such Person’s books and records in
such amount as is required under GAAP, (b) any such protest is instituted
promptly and prosecuted diligently by such Person in good faith, and
(c) Agent is satisfied that, while any such protest is pending, there will
be no impairment of the enforceability, validity, or priority of any of the
Agent’s Liens.


“Permitted
Purchase Money Indebtedness” means, as of any date of determination,
Purchase Money Indebtedness of any Credit Party or its Subsidiaries incurred
after the Closing Date in an aggregate principal amount outstanding at any one
time not in excess of $5,000,000.


“Person”
means natural persons, corporations, limited liability companies, limited
partnerships, general partnerships, limited liability partnerships, joint
ventures, trusts, land trusts, business trusts, or other organizations,
irrespective of whether they are legal entities, and governments and agencies
and political subdivisions thereof.


“Plan”
means (a) an employee benefit plan (as defined in Section 3(3) of ERISA)
other than a Multiemployer Plan which is or was within the last six years maintained
or sponsored by any Credit Party or any of its Subsidiaries or to which any
Credit Party or any of its Subsidiaries has within the last six years made, or
was obligated to make, contributions, (b) a Pension Plan, or (c) a Qualified
Plan.


“Projections”
means Parent’s forecasted (a) balance sheets, (b) profit and loss
statements, and (c) cash flow statements, all prepared on a basis
consistent with Parent’s historical financial statements, together with
appropriate supporting details and a statement of underlying assumptions.


“Pro
Rata Share” means, as of any date of determination:


(a)           with respect to a Lender’s obligation
to make Advances and right to receive payments of principal, interest, fees,
costs, and expenses with respect thereto, (i) prior to the Commitments
being terminated or reduced to zero, the percentage obtained by dividing
(y) such Lender’s Commitment, by (z) the aggregate Commitments of all
Lenders, and (ii) from and after the time that the Commitments have been
terminated or reduced to zero, the percentage obtained by dividing (y) the
aggregate outstanding principal amount of such Lender’s Advances by
(z) the aggregate outstanding principal amount of all Advances,



 18
 









(b)           with respect to a Lender’s obligation
to participate in Letters of Credit, to reimburse the Issuing Lender, and right
to receive payments of fees with respect thereto, (i) prior to the
Commitments being terminated or reduced to zero, the percentage obtained by
dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments
of all Lenders, and (ii) from and after the time that the Commitments have
been terminated or reduced to zero, the percentage obtained by dividing
(y) the aggregate outstanding principal amount of such Lender’s Advances
by (z) the aggregate outstanding principal amount of all Advances, and


(d)           with respect to all other matters as
to a particular Lender (including the indemnification obligations arising under
Section 15.7), the percentage obtained by dividing (i) such
Lender’s Commitment, by (ii) the aggregate amount of Commitments of all
Lenders; provided, however, that in the event the Commitments
have been terminated or reduced to zero, Pro Rata Share under this clause shall
be the percentage obtained by dividing (A) the outstanding principal amount
of such Lender’s Advances plus such Lender’s ratable portion of the Risk
Participation Liability with respect to outstanding Letters of Credit, by
(B) the outstanding principal amount of all Advances plus the aggregate
amount of the Risk Participation Liability with respect to outstanding Letters
of Credit.


“Protective
Advances” has the meaning specified therefor in Section 2.3(d).


“Purchase
Money Indebtedness” means Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred at the time of, or within 20
days after, the acquisition of any fixed assets for the purpose of financing
all or any part of the acquisition cost thereof.


“Qualified
Cash” means, as of any date of determination, (a) the amount of
unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries
(other than Second Street or any other Subsidiary that is not a Credit Party)
that is in Deposit Accounts or in Securities Accounts, or any combination
thereof, and which such Deposit Account or Securities Account is the subject of
a Control Agreement and is maintained by a branch office of the bank or
securities intermediary located within the United States and (b) 75% of the
value of Permitted Investments made pursuant to the Investment Policy which do
not constitute cash or Cash Equivalents to the extent held in Deposit Accounts
or Securities Accounts which are subject to a Control Agreement and are
maintained by a branch office of the bank or securities intermediary located
within the United States; provided, however, (i) with respect to
any determination of Qualified Cash made to determine compliance with the terms
of the Credit Agreement or any other Loan Document, at least 50% of such
Qualified Cash must constitute cash and Cash Equivalents as described in the
foregoing clause (a) and (ii) in the event any changes are made to the
Investment Policy after the date hereof which Agent, in its Permitted
Discretion, deems materially adverse to the interests of the Lender Group,
Agent may revise the definition of “Qualified Cash” as deemed necessary by
Agent as a result of such changes, including, without limitation, to exclude or
reduce the amount of Qualified Cash arising from any Investments which would
not have been permitted under the Investment Policy as in effect on the Closing
Date.


“Qualified
Plan” means an employee benefit plan (as defined in Section 3(3) of
ERISA) other than a Multiemployer Plan (a) that is or was within the last six
years maintained or sponsored by any Credit Party, any of its Subsidiaries or
any ERISA Affiliate or to which any Credit Party, any of its Subsidiaries or
any ERISA Affiliate has within the last six years made or was obligated to
make, contributions, and (b) that is intended to be tax-qualified under
Section 401(a) of the IRC.


“Real
Property” means any estates or interests in real property now owned or
hereafter acquired by any Credit Party or a Subsidiary of any Credit Party and
the improvements thereto.


“Real
Property Collateral” means any Real Property of any Credit Party or any
Subsidiary of a Credit Party which is subject to Agent’s Lien.



 19
 









“Record”
means information that is inscribed on a tangible medium or that is stored in
an electronic or other medium and is retrievable in perceivable form.


“Recurring
Revenue” means, with respect to any fiscal period, Parent’s and its
Subsidiaries’ recurring revenues arising from the (i) license portion of term
contracts, (ii) maintenance portion of term contracts, (iii) perpetual
maintenance contracts, (iv) annual subscription contracts including Advent
Custodial Data, Hub Market Data, Corporate Actions and Advent Back Office
Services; in each case, determined on a consolidated basis in accordance with
GAAP.


“Refinancing
Indebtedness” means refinancings, renewals, or extensions of Indebtedness
so long as: (a) such refinancings, renewals, or extensions do not result
in an increase in the principal amount of the Indebtedness so refinanced,
renewed, or extended, (b) such refinancings, renewals, or extensions do not
result in an increase by more than two (2) percentage points in the interest
rate with respect to the Indebtedness so refinanced, renewed, or extended, (c)
such refinancings, renewals, or extensions do not result in a shortening of the
average weighted maturity of the Indebtedness so refinanced, renewed, or
extended, nor are they on terms or conditions that, taken as a whole, are
materially more burdensome or restrictive to the Credit Parties, (d) if the
Indebtedness that is refinanced, renewed, or extended was subordinated in right
of payment to the Obligations, then the terms and conditions of the
refinancing, renewal, or extension must include subordination terms and
conditions that are at least as favorable to the Lender Group as those that
were applicable to the refinanced, renewed, or extended Indebtedness, and (e)
the Indebtedness that is refinanced, renewed, or extended is not recourse to
any Person that is liable on account of the Obligations or any Collateral other
than those Persons which were already obligated with respect to, or Collateral
that was already pledged as, and permitted under the Agreement to be collateral
for, the Indebtedness that was refinanced, renewed, or extended.


“Remedial
Action” means all actions taken to (a) clean up, remove, remediate, contain,
treat, monitor, assess, evaluate, or in any way address Hazardous Materials in
the indoor or outdoor environment, (b) prevent or minimize a release or
threatened release of Hazardous Materials so they do not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment, (c) restore or reclaim natural resources or the environment,
(d) perform any pre-remedial studies, investigations, or post-remedial
operation and maintenance activities, or (e) conduct any other actions
with respect to Hazardous Materials authorized by Environmental Laws.


“Replacement
Lender” has the meaning specified therefor in Section 14.2(a).


“Report”
has the meaning specified therefor in Section 15.16.


“Required
Availability” means that the sum of (a) Excess Availability, plus
(b) Qualified Cash exceeds $100,000,000.


“Required
Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares
(calculated under clause (d) of the definition of Pro Rata Shares) exceed
50.1%; provided, however, if there are two or more Lenders as of
any such date of determination, then “Required Lenders” must also be comprised
of at least two Lenders.


“Rescission”
has the meaning specified therefor in Section 2.7(b).


“Rescission
Date” has the meaning specified therefor in Section 2.7(b).


“Reserve
Percentage” means, on any day, for any Lender, the maximum percentage
prescribed by the Board of Governors of the Federal Reserve System (or any
successor Governmental Authority) for determining the reserve requirements
(including any basic, supplemental, marginal, or 



 20
 









emergency reserves) that are in effect on such date with respect to
Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) of
that Lender, but so long as such Lender is not required or directed under
applicable regulations to maintain such reserves, the Reserve Percentage shall
be zero.


“Revolver
Usage” means, as of any date of determination, the sum of (a) the
amount of outstanding Advances, plus (b) the amount of the Letter of Credit
Usage.


“Risk
Participation Liability” means, as to each Letter of Credit, all
reimbursement obligations of Borrowers to the Issuing Lender with respect to an
L/C Undertaking, consisting of (a) the amount available to be drawn or
which may become available to be drawn, (b) all amounts that have been
paid by the Issuing Lender to the Underlying Issuer to the extent not
reimbursed by Borrowers, whether by the making of an Advance or otherwise, and
(c) all accrued and unpaid interest, fees, and expenses payable with
respect thereto.


“SEC”
means the United States Securities and Exchange Commission and any successor
thereto.


“Second
Street” means Second Street Securities, Inc., a Delaware corporation.


“Secretary”
means, with respect to any Person, the duly elected or appointed secretary or
other officer of such Person charged with keeping the corporate records of such
Person.


“Securities
Account” means a “securities account” as that term is defined in the Code.


“Security
Agreement” means a security agreement, in form and substance satisfactory
to Agent, executed and delivered by the Credit Parties in favor of Agent,
together with all supplements executed in connection therewith.


“Settlement”
has the meaning specified therefor in Section 2.3(e)(i).


“Settlement
Date” has the meaning specified therefor in Section 2.3(e)(i).


“Solvent”
means, with respect to any Person on a particular date, that, at fair
valuations, the sum of such Person’s assets is greater than all of such Person’s
debts.


“S&P”
has the meaning specified therefor in the definition of Cash Equivalents.


“Stock”
means all shares, options, warrants, interests, participations, or other
equivalents (regardless of how designated) of or in a Person, whether voting or
nonvoting, including common stock, preferred stock, or any other “equity
security” (as such term is defined in Rule 3a11-1 of the General Rules and
Regulations promulgated by the SEC under the Exchange Act).


“Stock
Repurchase Program” means Stock repurchase programs approved by the Board
of Directors of Parent from time to time, consistent with past practice.


“Subordination
Agreements” means, collectively, the Intercompany Subordination Agreement,
the terms and conditions of any document governing Indebtedness of any Credit
Party and/or its Subsidiaries which provide that such Indebtedness is
subordinated to the Obligations in right of payment and/or that any Liens
securing such Indebtedness are subordinate to Agent’s Liens and all other
subordination or intercreditor agreements at any time entered into by any
Person in favor of Agent and the Lenders with respect to Indebtedness owed or
Liens granted to such Person by any Credit Party and/or its Subsidiaries.



 21
 









“Subsidiary”
of a Person means a corporation, partnership, limited liability company, or other
entity in which that Person directly or indirectly owns or controls the shares
of Stock having ordinary voting power to elect a majority of the board of
directors (or appoint other comparable managers) of such corporation,
partnership, limited liability company, or other entity.


“Successful
Syndication” means that one or more Lenders other than WFF, satisfactory to
Agent, hold a portion of the Commitment (after giving effect to any increase to
the Commitment to be made pursuant to Section 2.1(d)) equal to the
amount of the Line Increase.


“Swing
Lender” means WFF or any other Lender that, at the request of
Administrative Borrower and with the consent of Agent agrees, in such Lender’s
sole discretion, to become the Swing Lender under Section 2.3(b).


“Swing
Loan” has the meaning specified therefor in Section 2.3(b).


“Taxes”
has the meaning specified therefor in Section 16(a).


“Trademark
Security Agreement” has the meaning specified therefor in the Security
Agreement.


“Triggering
Event” has the meaning specified therefor in Section 2.7(b).


“TTM
Recurring Revenue” means, as of any date of determination, Recurring
Revenue for the 12 calendar month period ending immediately prior to such date
of determination.


“Underlying
Issuer” means a third Person which is the beneficiary of an L/C Undertaking
and which has issued a letter of credit at the request of the Issuing Lender
for the benefit of Borrowers.


“Underlying
Letter of Credit” means a letter of credit that has been issued by an
Underlying Issuer.


“United
States” means the United States of America.


“U.S.
Subsidiary” means any Subsidiary of a Person that is not a Controlled
Foreign Corporation.


“Voidable
Transfer” has the meaning specified therefor in Section 17.8.


“Wells
Fargo” means Wells Fargo Bank, National Association, a national banking
association.


“WFF”
means Wells Fargo Foothill, Inc., a California corporation.


 



 22















SCHEDULE 3.1


The
obligation of each Lender to make its initial extension of credit provided for
in the Agreement is subject to the fulfillment, to the satisfaction of Agent
and each Lender (the making of such initial extension of credit by any Lender
being conclusively deemed to be its satisfaction or waiver of the following),
of each of the following conditions precedent:


(a)           the Closing Date shall occur on or before February 17, 2007;


(b)           Agent shall have received a letter duly executed by each Credit Party
authorizing Agent to file appropriate financing statements in such office or
offices as may be necessary or, in the opinion of Agent, desirable to perfect
the security interests to be created by the Loan Documents;


(c)           Agent shall have received and been satisfied with its review of: (i)
evidence that appropriate financing statements have been duly filed in such
office or offices as may be necessary or, in the opinion of Agent, desirable to
perfect the Agent’s Liens in and to the Collateral, (ii) searches reflecting
the filing of all such financing statements, (iii) evidence that no Liens,
other than Permitted Liens or Liens which will be released as of the Closing
Date or pursuant to Section 5.20(c) of the Agreement, exist with respect
to any Credit Party or their respective assets in favor of any Person other
than Agent and (iv) such other public records searches as to liens, judgments,
litigation, bankruptcy filings and intellectual property registrations as Agent
may request;


(d)           Agent shall have received each of the following documents, in form and
substance satisfactory to Agent, duly executed, and each such document shall be
in full force and effect:


(i)         the Cash Management Agreements,


(ii)        the Control Agreements,


(iii)       the Disclosure Letter,


(iv)       the Fee Letter,


(v)        the Intercompany Subordination Agreement;


(vi)       the Perfection Certificate, and


(vii)      the Security Agreement, together with (A) except as otherwise provided
for by Sections 5.20(a) and (b), all certificates representing
the shares of Stock pledged thereunder (other than the certificates
representing the Stock described on Schedule P-2) along with Stock
powers with respect thereto endorsed in blank and (B) all promissory notes
pledged, if any, thereunder along with allonges endorsing such notes to Agent;


(e)           Agent shall have received a certificate from the Secretary of each
Credit Party (i) attesting to the resolutions of such Credit Party’s Board
of Directors authorizing its execution, delivery, and performance of this
Agreement and the other Loan Documents to which such Credit Party is a party,
(ii) authorizing specific officers of such Credit Party to execute the
same, and (iii) attesting to the incumbency and signatures of such
specific officers of such Credit Party;


(f)            Agent shall have received copies of each
Credit Party’s Governing Documents, as amended, modified, or supplemented to
the Closing Date, certified by the Secretary of such Credit Party and 













(as applicable) the
Secretary of State (or other such official) of the jurisdiction of such Credit
Party’s organization;


(g)           Agent shall have received a certificate of status with respect to each
Credit Party, dated within 10 days of the Closing Date, such certificate to be
issued by the appropriate officer of the jurisdiction of organization of such
Credit Party, which certificate shall indicate that such Credit Party is in
good standing in such jurisdiction;


(h)           Agent shall have received certificates of status with respect to each
Credit Party, each dated within 30 days of the Closing Date, such certificates
to be issued by the appropriate officer of the jurisdictions (other than the
jurisdiction of organization of such Credit Party) in which its failure to be
duly qualified or licensed would constitute a Material Adverse Change, which certificates
shall indicate that such Credit Party is in good standing in such
jurisdictions;


(i)            Agent shall have received a certificate of
insurance, together with the endorsements thereto, as are required by Section 5.8,
the form and substance of which shall be satisfactory to Agent;


(j)            Agent shall have received an opinion of the
Credit Parties’ counsel in form and substance satisfactory to Agent;


(k)           As of the Closing Date, Borrowers shall have the Required Availability
after giving effect to the initial extensions of credit to be made hereunder on
the Closing Date (if any) and the payment of all fees and expenses required to
be paid by Borrowers on the Closing Date under this Agreement or the other Loan
Documents;


(l)            Agent shall have completed its business,
legal, and collateral due diligence, including (i) a collateral audit and
review of the Credit Parties’ and their respective Subsidiaries’ books and
records and verification of the Credit Parties’ representations and warranties
to the Lender Group, the results of which shall be satisfactory to Agent, and
(ii) an inspection of each of the locations where the Credit Parties’ and
their respective Subsidiaries’ Inventory is located, the results of which shall
be satisfactory to Agent;


(m)          Agent shall have received unaudited balance sheets and statements of
income of Parent for the calendar month ending November 30, 2006 materially
consistent with the Projections previously provided to Agent, in form and
substance satisfactory to Agent


(n)           Agent shall have received completed reference checks with respect to
each Credit Party’s senior management, and any required Patriot Act compliance,
the results of which are satisfactory to Agent in its sole discretion;


(o)           Borrowers shall have paid, by wire transfer of immediately available
funds, all Lender Group Expenses incurred in connection with the transactions
evidenced by this Agreement;


(p)           Agent shall have received copies of each Material Contract, together
with a certificate of the Secretary of Parent certifying each such document as
being a true, correct, and complete copy thereof and the results of Agent’s and
its counsel’s review thereof shall be satisfactory to Agent;


(q)           The Credit Parties and each of their respective Subsidiaries shall have
received all licenses, approvals or evidence of other actions required by any
Governmental Authority in connection with the execution and delivery by the
Credit Parties of the Loan Documents or with the consummation of the
transactions contemplated thereby; and



 2
 









(r)            all other documents and legal matters in
connection with the transactions contemplated by this Agreement shall have been
delivered, executed, or recorded and shall be in form and substance
satisfactory to Agent.



 3















SCHEDULE 5.2


Provide
Agent (and if so requested by Agent, with copies for each Lender) with each of
the documents set forth below at the following times in form satisfactory to
Agent:


	
  Weekly (no later than the first Business Day of
  each week)

  	
   

  	
  (a)  a
  detailed report regarding Borrowers’ and their Subsidiaries’ cash and Cash
  Equivalents, including an indication of which accounts constitute Qualified
  Cash.

  
	
   

  	
   

  	
   

  
	
  Monthly (no later than the 10th day of each month)

  	
   

  	
  (b)  a report
  regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, ad valorem
  taxes. 

  (c)  a
  detailed aging, by total, of Borrowers’ Accounts, together with a
  reconciliation and supporting documentation for any reconciling items noted
  (delivered electronically in an acceptable format, if Borrowers have
  implemented electronic reporting), 

  (d)  a
  summary aging, by vendor, of Borrowers’ and their Subsidiaries’ accounts
  payable and any book overdrafts (delivered electronically in an acceptable
  format, if Borrowers have implemented electronic reporting) and an aging, by
  vendor, of any held checks, and 

  (e)  a
  reconciliation of Accounts, trade accounts payable, and Inventory of
  Borrowers’ general ledger accounts to their monthly financial statements
  including any book reserves related to each category.

  
	
   

  	
   

  	
   

  
	
  Quarterly

  	
   

  	
  (f)  a
  detailed list of Borrowers’ and their Subsidiaries’ customers, with address
  and contact information.

  
	
   

  	
   

  	
   

  
	
  Upon request by Agent

  	
   

  	
  (g)  copies
  of invoices together with corresponding shipping and delivery documents, and
  credit memos together with corresponding supporting documentation, with
  respect to invoices and credit memos in excess of an amount determined in the
  sole discretion of Agent, from time to time, and 

  (h)  such
  other reports as to the Collateral or the financial condition of the Credit
  Parties and their respective Subsidiaries, as Agent may reasonably request.

  



 


 



 1















SCHEDULE 5.3


Deliver
to Agent, with copies to each Lender, each of the financial statements,
reports, or other items set forth set forth below at the following times in
form satisfactory to Agent:


	
  as soon as available, but in
  any event within 30 days (45 days in the case of a month that is the end of
  one of Parent’s fiscal quarters) after the end of each month during each of
  Parent’s fiscal years

  	
   

  	
  (a)  an unaudited
  consolidated and consolidating balance sheet, income statement, and statement
  of cash flow covering Parent’s and its Subsidiaries’ operations during such
  period, and 

   

  (b)  a
  Compliance Certificate.

  
	
   

  	
   

  	
   

  
	
  as soon as available, but in
  any event within 90 days after the end of each of Parent’s fiscal years

  	
   

  	
  (c)  a
  Compliance Certificate.

  
	
   

  	
   

  	
   

  
	
  if and when filed by any
  Credit Party,

  	
   

  	
  (d)  any
  other information that is provided by Parent to its shareholders generally.

  
	
   

  	
   

  	
   

  
	
  promptly, but in any event
  within 5 days after a Credit Party has knowledge of any event or condition
  that constitutes a Default or an Event of Default,

  	
   

  	
  (e)  notice
  of such event or condition and a statement of the curative action that such
  Credit Party proposes to take with respect thereto.

  
	
   

  	
   

  	
   

  
	
  promptly after the
  commencement thereof, but in any event within 5 days after the service of
  process with respect thereto on any Credit Party or any Subsidiary of a
  Credit Party,

  	
   

  	
  (f)  notice
  of all actions, suits, or proceedings brought by or against any Credit Party
  or any Subsidiary of a Credit Party before any Governmental Authority which
  reasonably could be expected to result in a Material Adverse Change.

  
	
   

  	
   

  	
   

  
	
  upon the request
  of Agent,

  	
   

  	
  (g)  any
  other information reasonably requested relating to the financial condition of
  any Credit Party or their respective Subsidiaries.

  



 


 



 1















SECURITY AGREEMENT


This SECURITY
AGREEMENT (this “Agreement”) is made this 14th day of
February, 2007, among the Grantors listed on the signature pages hereof and
those additional entities that hereafter become parties hereto by executing the
form of Supplement attached hereto as Annex 1 (collectively, jointly and
severally, the “Grantors” and each individually a “Grantor”), and
WELLS FARGO FOOTHILL, INC., in its
capacity as administrative agent for the Lender Group and the Bank Product
Providers (together with its successors and assigns in such capacity, “Agent”).


W
I T N E S S E T H:


WHEREAS, pursuant to that certain Credit
Agreement dated of even date herewith (as amended, restated, supplemented or
otherwise modified from time to time, including all schedules and exhibits
thereto or to the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware
corporation (“Parent”) and each of Parent’s Subsidiaries signatory
thereto (such Subsidiaries, together with Parent and any other Person at any
time party thereto as a Borrower, are referred to hereinafter each individually
as a “Borrower” and collectively, as “Borrowers”), the lenders
from time to time party thereto as “Lenders” (“Lenders”), and Agent, the
Lender Group is willing to make certain financial accommodations available to
Borrowers from time to time pursuant to the terms and conditions thereof, and


WHEREAS, Agent has agreed to act as agent for
the benefit of the Lender Group and the Bank Product Providers in connection
with the transactions contemplated by the Credit Agreement and the other Loan
Documents, and


WHEREAS, in order to induce the Lender Group
to enter into the Credit Agreement and the other Loan Documents and to induce
the Lender Group to make and extend the financial accommodations to Borrowers
as provided for in the Credit Agreement, Grantors have agreed to grant a
continuing security interest in and to the Collateral in order to secure the
prompt and complete payment, observance and performance of, among other things,
(a) all of the present and future obligations of Grantors arising from this
Agreement, the Credit Agreement, and the other Loan Documents, including,
without limitation, under the Guaranty, (b) all Bank Product Obligations, and
(c) all Obligations of any Borrower (including, without limitation, any
interest, fees or expenses that accrue after the filing of an Insolvency
Proceeding, regardless of whether allowed or allowable in whole or in part as a
claim in any Insolvency Proceeding), plus reasonable attorneys fees and
expenses if the obligations represented thereunder are collected by law,
through an attorney-at-law, or under advice therefrom (clauses (a), (b), and
(c) being hereinafter referred to as the “Secured Obligations”), by the
granting of the security interests contemplated by this Agreement, and


NOW, THEREFORE, for and in consideration of
the recitals made above and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


1.             Defined Terms. All capitalized terms used herein
(including, without limitation, in the preamble and recitals hereof) without
definition shall have the meanings ascribed thereto in the Credit
Agreement.  Any terms used in this Agreement
that are defined in the Code shall be construed and defined as set forth in the
Code unless otherwise defined herein or in the Credit Agreement; provided,
however, that to the extent that the Code is used to define any term
herein and such term is defined differently in different Articles of the Code,
the definition of such term contained in Article 9 of the Code shall
govern.  In addition to those terms
defined elsewhere in this Agreement, as used in this Agreement, the following
terms shall have the following meanings:













(a)        “Accounts”
means accounts as
that term is defined in the Code.


(b)           “Agent”
has the meaning set forth in the preamble hereto.


(c)           “Agreement”
has the meaning set forth in the preamble hereto.


(d)           “Books”
means books and records (including each Grantor’s Records indicating,
summarizing, or evidencing such Grantor’s assets (including the Collateral) or
liabilities, all of each Grantor’s Records relating to such Grantor’s business
operations or financial condition, and all of each Grantor’s goods or General
Intangibles related to such information).


(e)           “Borrower”
and “Borrowers” have the meanings set forth in the recitals hereto.


(f)            “Chattel
Paper” means chattel paper (as that term is defined in the Code) and, in
any event, including, without limitation, tangible chattel paper and electronic
chattel paper.


(g)           “Code”
means the California Uniform Commercial Code, as in effect from time to time;
provided, however, that in the event that, by reason of mandatory provisions of
law, any or all of the attachment, perfection, priority, or remedies with
respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial
Code as enacted and in effect in a jurisdiction other than the State of
California, the term “Code” shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes of the provisions
thereof relating to such attachment, perfection, priority, or remedies.


(h)           “Collateral”
has the meaning set forth in Section 2.


(i)            “Commercial
Tort Claims” means commercial tort claims (as that term is defined in the
Code).


(j)            “Copyrights”
means all of the following (whether now owned or hereafter adopted or acquired
by a Grantor): copyrights and copyright registrations, including, without
limitation, the copyright registrations and recordings thereof and all
applications in connection therewith listed on Schedule 1 to the
Disclosure Letter, and (i) all restorations, reversions, renewals, reissues,
continuations or extensions thereof, (ii) all income, royalties, damages and
payments now and hereafter due and/or payable under and with respect thereto,
including, without limitation, payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements
or dilutions thereof, (iii) the right to sue for past, present and future
infringements and dilutions thereof, (iv) the goodwill of each Grantor’s
business symbolized by the foregoing and connected therewith, and (v) all of
each Grantor’s rights corresponding thereto throughout the world.


(k)           “Copyright
Security Agreement” means each Copyright Security Agreement among Grantors,
or any of them, and Agent, for the benefit of the Lender Group and the Bank
Product Providers, in substantially the form of Exhibit A attached
hereto, pursuant to which Grantors have granted to Agent, for the benefit of
the Lender Group and the Bank Product Providers, a security interest in all
their respective Copyrights.


(l)            “Credit
Agreement” has the meaning set forth in the recitals hereto.


(m)          “Deposit
Account” means deposit account as that term is defined in the Code.


(n)           “Equipment”
means equipment as that term is defined in the Code.


(o)           “General
Intangibles” means general intangibles (as that term is defined in the
Code) and, in any event, including, without limitation, payment intangibles,
contract rights, rights to payment, rights 



 2
 









arising under common law, statutes, or regulations,
choses or things in action, goodwill (including the goodwill associated with
any Trademark, Patent, or Copyright), Patents, Trademarks, Copyrights, URLs and
domain names, industrial designs, other industrial or Intellectual Property or
rights therein or applications therefor, whether under license or otherwise,
rights in programs, programming materials, blueprints, drawings, purchase
orders, customer lists, monies due or recoverable from pension funds, route
lists, rights to payment and other rights under any royalty or licensing
agreements, including Intellectual Property Licenses, infringement claims,
rights in computer programs, information contained on computer disks or tapes,
software, literature, reports, catalogs, pension plan refunds, pension plan
refund claims, insurance premium rebates, tax refunds, and tax refund claims,
uncertificated securities, and any other personal property other than
Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts,
goods, Investment Related Property, Negotiable Collateral, and oil, gas, or
other minerals before extraction.


(p)           “Grantor”
and “Grantors” have the meanings set forth in the preamble hereto.


(q)           “Intellectual
Property” means, with respect to any Grantor, any and all of such Grantor’s
rights to Intellectual Property licensed to such Grantor under any Intellectual
Property License, Patents, Copyrights, Trademarks, the goodwill associated with
and symbolized by such Trademarks, confidential and proprietary information,
trade secrets and know-how (including without limitation processes, schematics,
databases, formulae, drawings, prototypes, models, designs, technical data,
drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), all Software
(including object and source code, data and related documentation), Internet
web sites, inventions and all other Intellectual Property or proprietary rights
and claims or causes of action arising out of or related to any infringement,
misappropriation or other violation of any of the foregoing, including without
limitation rights to recover for past, present and future violations thereof.


(r)            “Intellectual
Property Licenses” means rights under or interest in any patent, trademark,
copyright or other Intellectual Property, including software license agreements
with any other party but specifically excluding commercial off-the-shelf
software licenses to a Grantor, whether the applicable Grantor is a licensee or
licensor under any such license agreement, including, without limitation, the
license agreements listed on Schedule 2 to the Disclosure Letter and
made a part hereof.


(s)           “Inventory”
means inventory as that term is defined in the Code.


(t)            “Investment
Related Property” means (i) investment property (as that term is defined in
the Code), and (ii) all of the following regardless of whether classified as
investment property under the Code:  all
Pledged Interests, Pledged Operating Agreements, and Pledged Partnership
Agreements.


(u)           “Lenders”
has the meaning set forth in the recitals hereto.


(v)           “Negotiable
Collateral” means letters of credit, letter of credit rights, instruments,
promissory notes, drafts, and documents (as such terms may be defined in the
Code).


(w)          “Parent”
has the meaning set forth in the recitals hereto.


(x)            “Patents”
means all of the following (whether now owned or hereafter adopted or acquired
by a Grantor): discoveries and ideas, whether patentable or not, and all
patents, registrations and patent applications, including, without limitation,
the patents and patent applications listed on Schedule 3 to the Disclosure
Letter, and (i) all reissues, continuations, continuations-in-part,
substitutes, extensions or renewals thereof and improvements thereon, (ii) all
income, royalties, damages and payments now and hereafter due and/or payable
under and with respect thereto, including, without limitation, payments under
all licenses entered into in connection therewith and damages and payments for
past or future infringements or dilutions thereof, (iii) the right to sue for
past, present and future infringements and dilutions thereof, and (iv) all of
each Grantor’s rights corresponding thereto throughout the world.



 3
 









(y)           “Patent
Security Agreement” means each Patent Security Agreement among Grantors, or
any of them, and Agent, for the benefit of the Lender Group and the Bank
Product Providers, in substantially the form of Exhibit B attached
hereto, pursuant to which Grantors have granted to Agent, for the benefit of
the Lender Group and the Bank Product Provider, a security interest in all
their respective Patents.


(z)            “Pledged
Companies” means each Person listed on Schedule 4 to the Disclosure
Letter as a “Pledged Company”, together with each other Person, all or a
portion of whose Stock, is acquired or otherwise owned by a Grantor after the
Closing Date.


(aa)         “Pledged Interests”
means all of each Grantor’s right, title and interest in and to all of the
Stock now or hereafter owned by such Grantor, regardless of class or
designation, including, without limitation, in each of the Pledged Companies,
and all substitutions therefor and replacements thereof, all proceeds thereof
and all rights relating thereto, including, without limitation, any
certificates representing the Stock, the right to request after the occurrence
and during the continuation of an Event of Default that such Stock be
registered in the name of Agent or any of its nominees, the right to receive
any certificates representing any of the Stock and the right to require that
such certificates be delivered to Agent together with undated powers or
assignments of investment securities with respect thereto, duly endorsed in
blank by such Grantor, all warrants, options, share appreciation rights and
other rights, contractual or otherwise, in respect thereof and of all
dividends, distributions of income, profits, surplus, or other compensation by
way of income or liquidating distributions, in cash or in kind, and cash,
instruments, and other property from time to time received, receivable, or
otherwise distributed in respect of or in addition to, in substitution of, on
account of, or in exchange for any or all of the foregoing.


(bb)         “Pledged
Interests Addendum” means a Pledged Interests Addendum substantially in the
form of Exhibit C to this Agreement.


(cc)         “Pledged
Notes” has the meaning set forth in Section 5(g).


(dd)         “Pledged
Operating Agreements” means all of each Grantor’s rights, powers, and
remedies under the limited liability company operating agreements of the
Pledged Companies that are limited liability companies.


(ee)         “Pledged
Partnership Agreements” means all of each Grantor’s rights, powers, and
remedies under the partnership agreements of each of the Pledged Companies that
are partnerships, if any.


(ff)           “Proceeds”
has the meaning set forth in Section 2.


(gg)         “Records”
means information that is inscribed on a tangible medium or which is stored in
an electronic or other medium and is retrievable in perceivable form.


(hh)         “Required
Library” means, as of any date of determination, the Copyrights of the
Grantors that are based on or derived from the Software or other technology of
the Grantors which, as of such date of determination, give rise to not less
than 90% of Recurring Revenues for the twelve month period ending immediately
prior to such date of determination.


(ii)           “Secured
Obligations” has the meaning set forth in the recitals hereto.


(jj)           “Securities
Accounts” means securities accounts as that term is defined in the Code.


(kk)         “Security
Interest” has the meaning set forth in Section 2.


(ll)           “Software”
means any computer software, computer programs and computer systems (including
all databases, compilations, tool sets, compilers, higher level or proprietary
languages, related 



 4
 









documentation and materials, whether in source code,
object code or human readable form) sold, marketed, distributed, licensed or maintained
by each Grantor, and any computer software and computer programs necessary for
the conduct of the business of each Grantor.


(mm)       “Supporting
Obligations” means supporting obligations (as such term is defined in the
Code), including letters of credit and guaranties issued in support of
Accounts, Chattel Paper, documents, General Intangibles, instruments, or
Investment Related Property.


(nn)         “Trademarks”
means all of the following (whether now owned or hereafter adopted or acquired
by a Grantor): trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark
applications, brand names, certification marks, collective marks, d/b/a’s,
internet domain names, logos, symbols, trade dress, assumed names, fictitious
names, trade names, and other indicia of origin, including, without limitation,
the trade names, registered trademarks, trademark applications, registered
service marks and service mark applications listed on Schedule 5 to the
Disclosure Letter, and (i) all reissues, continuations, extensions,
modifications and renewals thereof, (ii) all income, royalties, damages and
payments now and hereafter due and/or payable under and with respect thereto,
including, without limitation, payments under all licenses entered into in
connection therewith and damages and payments for past or future infringements
or dilutions thereof, (iii) the right to sue for past, present and future
infringements and dilutions thereof, (iv) the goodwill of each Grantor’s
business symbolized by the foregoing and connected therewith, and (v) all of
each Grantor’s rights corresponding thereto throughout the world.


(oo)         “Trademark
Security Agreement” means each Trademark Security Agreement among Grantors,
or any of them, and Agent, for the benefit of the Lender Group and the Bank
Product Providers, in substantially the form of Exhibit D attached
hereto, pursuant to which Grantors have granted to Agent, for the benefit of
the Lender Group and the Bank Product Providers, a security interest in all
their respective Trademarks.


(pp)         “URL”
means “uniform resource locator,” an internet web address.


2.             Grant of Security.  Each
Grantor hereby unconditionally grants and pledges to Agent (and its agents and
designees), for the benefit of the Lender Group and the Bank Product Providers,
a continuing security interest in all personal property, of such Grantor
whether now owned or hereafter acquired or arising and wherever located
(hereinafter referred to as the “Security Interest”), including, without
limitation, such Grantor’s right, title, and interest in and to the following,
whether now owned or hereafter acquired or arising and wherever located (the “Collateral”):


(a)           all of such
Grantor’s Accounts;


(b)           all of such
Grantor’s Books;


(c)           all of such
Grantor’s Chattel Paper;


(d)           all of such
Grantor’s interest with respect to any Deposit Account;


(e)           all of such
Grantor’s Equipment and fixtures;


(f)            all of such
Grantor’s General Intangibles;


(g)           all of such
Grantor’s Inventory;


(h)           all of such
Grantor’s Investment Related Property;



 5
 









(i)            all of such
Grantor’s Negotiable Collateral;


(j)            all of such
Grantor’s rights in respect of Supporting Obligations;


(k)           all of such
Grantor’s interests in Commercial Tort Claims, including, without limitation
those Commercial Tort Claims listed on Schedule 6 to the Disclosure
Letter;


(l)            all of such
Grantor’s money, Cash Equivalents, or other assets of such Grantor that now or
hereafter come into the possession, custody, or control of Agent (or its agent
or designee) or any other member of the Lender Group;


(m)          all of the
proceeds and products, whether tangible or intangible, of any of the foregoing,
including proceeds of insurance or commercial tort claims covering or relating
to any or all of the foregoing, and any and all Accounts, Books, Chattel Paper,
Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related
Property, Negotiable Collateral, Supporting Obligations, Commercial Tort
Claims, money, or other tangible or intangible property resulting from the
sale, lease, license, exchange, collection, or other disposition of any of the
foregoing, the proceeds of any award in condemnation with respect to any of the
property of Grantors, any rebates or refunds, whether for taxes or otherwise,
and all proceeds of any such proceeds, or any portion thereof or interest
therein, and the proceeds thereof, and all proceeds of any loss of, damage to,
or destruction of the above, whether insured or not insured, and, to the extent
not otherwise included, any indemnity, warranty, or guaranty payable by reason
of loss or damage to, or otherwise with respect to any of the foregoing
Collateral (the “Proceeds”). 
Without limiting the generality of the foregoing, the term “Proceeds”
includes whatever is receivable or received when Investment Related Property or
proceeds are sold, exchanged, collected, or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes, without limitation,
proceeds of any indemnity or guaranty payable to any Grantor or Agent from time
to time with respect to any of the Investment Related Property.


Notwithstanding the foregoing or anything else contained herein to the
contrary, “Collateral” shall not include (x) any rights or interests in any
lease, license, contract, or agreement, as such, or the assets subject thereto
if under the terms of such lease, license, contract, or agreement, or
applicable law with respect thereto, the valid grant of a Lien therein or in
such assets to Agent is prohibited and such prohibition has not been or is not
waived or the consent of the other party to such lease, license, contract, or
agreement has not been or is not otherwise obtained or under applicable law
such prohibition cannot be waived; (y) any application for a trademark
(including, without limitation, intent-to-use trademark or service applications
and any goodwill associated therewith) that would otherwise be deemed
invalidated, cancelled or abandoned due to the grant of a Lien thereon unless
and until such time as the grant of such Lien will not affect the validity of
such trademark; and (z) any of the outstanding
Stock of any subsidiary of a Grantor that is a Controlled Foreign Corporation
in excess of 65% of the voting power of all classes of capital Stock of such
Controlled Foreign Corporation entitled to vote; provided, that
immediately upon any amendment of the IRC that would allow for a grant of
security interest in a greater percentage of the voting power of capital Stock
of any such subsidiary of such Grantor without adverse tax consequences, “Collateral”
shall include such greater percentage of such Stock of such subsidiary from
that time forward; provided, that the foregoing exclusions shall
in no way be (i) construed to apply if any such prohibition would be rendered
ineffective under the Code (including Sections 9-406, 9-407 and 9-408 thereof)
or other applicable law (including the Bankruptcy Code) or principles of
equity, (ii) construed so as to limit, impair or otherwise affect Agent’s
unconditional continuing Liens upon any rights or interests of any Grantor in
or to the proceeds thereof (including proceeds from the sale, license, lease or
other disposition thereof), including monies due or to become due under any
such lease, license, contract, or agreement (including any Accounts), or (iii)
construed to apply at such time as the condition causing such prohibition shall
be remedied and, to the extent severable, “Collateral” shall include any
portion of such lease, license, contract, agreement or assets subject thereto
that does not result in such prohibition.


3.             Security for Obligations.  This
Agreement and the Security Interest created hereby secures the payment and
performance of all of the Secured Obligations, whether now existing or arising
hereafter.  



 6
 









Without limiting the generality of the foregoing,
this Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by Grantors, or any of them, to Agent, the Lender
Group, the Bank Product Providers or any of them, but for the fact that they
are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Grantor.


4.             Grantors Remain Liable. 
Anything herein to the contrary notwithstanding, (a) each of the
Grantors shall remain liable under the contracts and agreements included in the
Collateral, including, without limitation, the Pledged Operating Agreements and
the Pledged Partnership Agreements, to perform all of the duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Agent or any other member of the Lender Group of
any of the rights hereunder shall not release any Grantor from any of its
duties or obligations under such contracts and agreements included in the Collateral,
and (c) none of the members of the Lender Group shall have any obligation or
liability under such contracts and agreements included in the Collateral by
reason of this Agreement, nor shall any of the members of the Lender Group be
obligated to perform any of the obligations or duties of any Grantor thereunder
or to take any action to collect or enforce any claim for payment assigned
hereunder.  Until an Event of Default
shall occur and be continuing, except as otherwise provided in this Agreement,
the Credit Agreement, or any other Loan Document, Grantors shall have the right
to possession and enjoyment of the Collateral for the purpose of conducting the
ordinary course of their respective businesses, subject to and upon the terms
hereof and of the Credit Agreement and the other Loan Documents.  Without limiting the generality of the
foregoing, it is the intention of the parties hereto that record and beneficial
ownership of the Pledged Interests, including, without limitation, all voting,
consensual, and dividend rights, shall remain in the applicable Grantor until
the occurrence of an Event of Default and until Agent shall notify the
applicable Grantor of Agent’s exercise of voting, consensual, and/or dividend
rights with respect to the Pledged Interests pursuant to Section 15
hereof.


5.             Representations and Warranties.  Each
Grantor hereby represents and warrants as follows:


(a)           The exact legal
name of each of the Grantors is set forth on the signature pages of this
Agreement or a written notice provided to Agent pursuant to Section 6.5
of the Credit Agreement.


(b)           Schedule 7 to the
Disclosure Letter sets forth all Real Property owned by Grantors as of the
Closing Date.


(c)           Subject only to
Permitted Liens, each Grantor owns, holds licenses in or otherwise has the
right to use all Intellectual Property rights that are necessary, in the
reasonable business judgment of such Grantor, to the conduct of its business as
currently conducted and, as of the Closing Date, no Grantor has any interest
in, or title to, any such registered Copyrights, Intellectual Property Licenses
(other than licenses of Intellectual Property to a customer of a Grantor made
in the ordinary course of business), registered Patents, or registered
Trademarks except as set forth on Schedules 1, 2, 3 and 5, respectively,
to the Disclosure Letter.  As of the
Closing Date and thereafter, as of the most recent date of delivery of any
updated Schedules to the Disclosure Letter pursuant to Sections 6(g)(v)
and 6(g)(vii), the registered Copyrights, Intellectual Property Licenses
(other than licenses of Intellectual Property to a customer of a Grantor made
in the ordinary course of business), registered Patents and registered
Trademarks set forth on Schedules 1, 2, 3 and 5 to the Disclosure Letter
constitute a true, correct and complete listing of all registered Copyrights,
Intellectual Property Licenses (other than licenses of Intellectual Property to
a customer of a Grantor made in the ordinary course of business), registered
Patents and registered Trademarks that are material to the conduct of the
business of such Grantor.  This Agreement
is effective to create a valid and continuing Lien on such Copyrights,
Intellectual Property Licenses (and all other licenses of such Grantor’s
Intellectual Property under which such Grantor is a licensor), Patents and
Trademarks, and, upon filing of the Copyright Security Agreement with the
United States Copyright Office and filing of the Patent Security Agreement and
the Trademark Security Agreement with the United States Patent and Trademark
Office, and the filing of appropriate financing statements in the jurisdictions
listed on Schedule 8 to the Disclosure Letter, all action necessary or
desirable to protect and perfect the Security Interest in and to each Grantor’s
Patents, Trademarks, and Copyrights will have been taken and such perfected
Security Interests will be enforceable as such as against any and all creditors
of and 



 7
 









purchasers from any Grantor.  As of the Closing Date and thereafter, as of
the most recent date of delivery of any updated Schedules to the Disclosure
Letter pursuant to Sections 6(g)(v) and 6(g)(vii), no Grantor has
any interest in any Copyright that is material to the operation of such Grantor’s
business, except for those Copyrights identified on Schedule 2 to the
Disclosure Letter which have been registered with the United States Copyright
Office.  With respect to each item of
Intellectual Property constituting the Required Library as of any date of
determination occurring after the Closing Date, each Grantor will have, as and
when required under the terms of this Agreement, filed applications and taken
any and all other actions reasonably necessary to register the set or
collection of Copyrights relating to each item of Software (and each new major
release of such Software) of such Grantor and its Subsidiaries constituting the
Required Library as of such date, in good faith and in accordance with the
procedures and regulations of the United States Copyright Office and in a
manner sufficient to impart constructive notice of such Grantor’s ownership
thereof.


(d)           This Agreement
creates a valid security interest in the Collateral of each Grantor, to the
extent a security interest therein can be created under the Code, securing the
payment and performance of the Secured Obligations.  Except to the extent a security interest in
the Collateral cannot be perfected by the filing of a financing statement under
the Code, all filings and other actions necessary or desirable to perfect and
protect such security interest have been duly taken or will have been taken
upon the filing of financing statements listing each applicable Grantor, as a
debtor, and Agent, as secured party, in the jurisdictions listed next to such
Grantor’s name on Schedule 8 to the Disclosure Letter.  Upon the making of such filings, Agent shall
have a first priority perfected security interest in the Collateral of each
Grantor to the extent such security interest can be perfected by the filing of
a financing statement.  All action by any
Grantor necessary to protect and perfect such security interest on each item of
Collateral has been duly taken.


(e)           With respect to
the Pledged Interests, (i) except for the Security Interest created hereby,
each Grantor is and will at all times be the sole holder of record and the
legal and beneficial owner, free and clear of all Liens other than Permitted
Liens, of the Pledged Interests indicated on Schedule 4 to the
Disclosure Letter as being owned by such Grantor and, when acquired by such
Grantor, any Pledged Interests acquired after the Closing Date; (ii) all of the
Pledged Interests are duly authorized, validly issued, fully paid and
nonassessable and the Pledged Interests constitute or will constitute the
percentage of the issued and outstanding Equity Interests of the Pledged
Companies of the applicable Grantor identified on Schedule 4 to the
Disclosure Letter as supplemented or modified by any Pledged Interests Addendum
or any Supplement to this Agreement; (iii) each Grantor has the right and
requisite authority to pledge the Investment Related Property pledged by such
Grantor to Agent as provided herein; (iv) all actions necessary or desirable to
perfect, establish the first priority of, or otherwise protect, Agent’s Liens
in the Investment Related Property, and the proceeds thereof, have been duly
taken, (A) upon the execution and delivery of this Agreement, (B) upon the
taking of possession by Agent (or its agent or designee) of any certificates
constituting the Pledged Interests, to the extent such Pledged Interests are
represented by certificates, together with undated powers endorsed in blank by
the applicable Grantor, (C) upon the filing of financing statements in the
applicable jurisdiction set forth on Schedule 8 to the Disclosure Letter
for such Grantor with respect to the Pledged Interests of such Grantor that are
not represented by certificates, and (D) with respect to any Securities
Accounts, upon the delivery of Control Agreements with respect thereto; and (v)
each Grantor has delivered to and deposited with Agent (or, with respect to any
Pledged Interests created or obtained after the Closing Date, will deliver and
deposit in accordance with Sections 6(a) and 8 hereof) all
certificates representing the Pledged Interests owned by such Grantor to the
extent such Pledged Interests are represented by certificates, and undated
powers endorsed in blank with respect to such certificates.  None of the Pledged Interests owned or held
by such Grantor has been issued or transferred in violation of any securities
regulation, securities disclosure or similar laws of any jurisdiction to which
such issuance or transfer may be subject.


(f)            No consent,
approval, authorization, or other order or other action by, and no notice to or
filing with, any Governmental Authority or any other Person is required (i) for
the grant of a Security Interest by such Grantor in and to the Collateral
pursuant to this Agreement or for the execution, delivery, or performance of
this Agreement by such Grantor, or (ii) for the exercise by Agent of the voting
or other rights provided for in this Agreement with respect to the Investment
Related Property or the remedies in respect of 



 8
 









the Collateral pursuant to this Agreement, except as
may be required in connection with such disposition of Investment Related
Property by laws affecting the offering and sale of securities generally.


(g)           There is no default, breach, violation or event of
acceleration existing under any promissory note having a face amount of
$100,000 or more for any one such note or $250,000 or more in the aggregate for
all such notes (as defined in the Code) constituting Collateral and pledged
hereunder (the “Pledged Notes”) and no event has occurred or
circumstance exists which, with the passage of time or the giving of notice, or
both, would constitute a default, breach, violation or event of acceleration
under the Pledged Notes.  Such Grantor,
if it is an obligee under a Pledged Note, has not waived any default, breach,
violation or event of acceleration under such Pledged Notes.  The proceeds of the loans evidenced by the
Pledged Notes have been fully disbursed and such Grantor has no obligation to
make any future advances or other disbursements under or in respect of the Pledged
Notes.


(h)           Except to the
extent that such Grantor, in its reasonable business judgment, no longer deems
such Intellectual Property to be necessary to the conduct of its business and
such Intellectual Property does not then constitute part of the Required
Library, such Grantor has made in good faith and in accordance with the
procedures and regulations of the United States Copyright Office and the United
States Patent and Trademark Office, as applicable, all payments, filings and
recordations necessary to protect and maintain its interest in the Intellectual
Property identified on Schedules 1, 2, 3 and 5 to the Disclosure Letter
in the United States in a manner sufficient to claim in the public record such
Grantor’s ownership thereof, including (i) making all necessary
registration, maintenance, and renewal fee payments; and (ii) filing all
necessary documents, including all applications for registration of such
Intellectual Property.


(i)            Such Grantor
has and enforces a policy requiring all employees, consultants and contractors
likely to participate in the development or creation of Intellectual Property
to execute appropriate assignment agreements, pursuant to which each such
employee, consultant or contractor has assigned to such Grantor all of its
rights, including all rights in Intellectual Property, in and to all ideas,
inventions, processes, works of authorship and other work products that relate
to such Grantor’s business and that were conceived, created, authored or
developed during the term of such employee’s, consultant’s or contractor’s
employment or engagement by such Grantor. 
No past or present employee or contractor of Grantor has any ownership
interest, license, permission or other right in or to any Intellectual Property
that is material to the conduct of any such Grantor’s business, except that, to
the extent necessary for the conduct of their work for or on behalf of any
Grantor, (i) employees of each Grantor may have permission to use Intellectual
Property and (ii) contractors may have permission to use or license rights in Intellectual
Property of such Grantor.


(j)            Such Grantor
has taken all actions reasonably necessary to protect the confidentiality of
the Intellectual Property that is material to the conduct of its business,
including (A) protecting the secrecy and confidentiality of its
confidential information and trade secrets by having and enforcing a policy
requiring all current employees, consultants, licensees, vendors and
contractors to execute appropriate confidentiality agreements; (B) taking
all actions reasonably necessary to ensure that no trade secret falls or has
fallen into the public domain; and (C) protecting the secrecy and
confidentiality of the source code of all computer software programs and
applications of which it is the owner or licensee by having and enforcing a
policy requiring any licensees (or sublicensees) of such source code to enter
into license agreements with appropriate use and non-disclosure restrictions.


(k)           With respect to
the Patents, Trademarks and Copyrights owned by each Grantor that are material
to the business of such Grantor: (i) such Grantor’s right, title, and interest
in and to such items are free and clear of any Liens other than Permitted
Liens; (ii) the item is not subject to any outstanding injunction, judgment,
order, decree, ruling, or charge of infringement or misappropriation; (iii) no
action, suit, proceeding, hearing, investigation, charge of infringement or
misappropriation, complaint, claim, or demand is currently pending and, to the
knowledge of such Grantor, no action, suit, proceeding, hearing, investigation,
charge, complaint, claim or demand has been threatened which challenges the
legality, validity, enforceability, use, or ownership of the item; and (iv) no
license thereof has been granted by such Grantor which either (A) restricts, 



 9
 









in any material respect, such Grantor’s use of such
Patents, Trademarks or Copyrights or (B) restricts any sublicense of such
Patents, Trademarks or Copyrights granted to Agent under this Agreement.


(l)            With respect to
each Intellectual Property License, (i) such Intellectual Property License is
legal, valid, binding, enforceable, and in full force and effect (except as
enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally) against the Grantor that is a party to thereto
and, to the knowledge of such Grantor, the other parties thereto; and (ii)
neither such Grantor nor, to the knowledge of such Grantor, any other party (x)
to any material Intellectual Property License is in breach or default, and no
event has occurred which with notice or lapse of time would constitute a breach
or default or permit termination, modification, or acceleration thereunder and
(y) to any material Intellectual Property License is in material breach or
default, and no event has occurred which with notice or lapse of time would
constitute a breach or default or permit termination, modification, or
acceleration thereunder.


(m)          No claim has been
made in writing or, to the best of each Grantor’s knowledge, threatened in
writing, that the conduct of any Grantor’s business as currently conducted or
the use by any Grantor of any material Intellectual Property does or may
violate, in any material respects, the Intellectual Property rights of any
Person.  No Grantor has received any
written charge, complaint, claim, demand, or notice alleging any such
infringement or misappropriation (including any claim that any Grantor must
license or refrain from using any Intellectual Property rights of any third
party).  To the best of each Grantor’s
knowledge, no third party has infringed upon or misappropriated in any material
respect any material Intellectual Property rights of any Grantor.


(n)           No claim has
been made in writing and is continuing or, to the best of such Grantor’s
knowledge, threatened that the use by such Grantor of any Intellectual Property
that is material to the conduct of its business does or may violate the
Intellectual Property rights of any Person. 
To the best of such Grantor’s knowledge, there is currently no
infringement or unauthorized use of any item of Intellectual Property contained
on Schedules 1, 2, 3 or 5 to the Disclosure Letter.


(o)           No Grantor has
any Commercial Tort Claim for an amount in excess of $100,000 in any one
instance or $250,000 in the aggregate for all such claims other than those set
forth on Schedule 6 to the Disclosure Letter.


6.             Covenants.  Each Grantor, jointly and
severally, covenants and agrees with Agent and the Lender Group that from and
after the date of this Agreement and until the date of termination of this
Agreement in accordance with Section 22 hereof:


(a)           Possession of
Collateral.  In the
event that any Collateral, including Proceeds, is evidenced by or consists of
Negotiable Collateral, Investment Related Property, Chattel Paper, and if and
to the extent that perfection or priority of Agent’s Security Interest is
dependent on or enhanced by possession and such collateral has a value of
$100,000 or more in any one instance or $250,000 or more in the aggregate, as
reasonably determined by Agent, the applicable Grantor, immediately upon the
request of Agent and in accordance with Section 8 hereof, shall execute
such other documents and instruments as shall be requested by Agent or, if
applicable, endorse and deliver physical possession of such Negotiable
Collateral, Investment Related Property, or Chattel Paper to Agent (or its
agent or designee), together with such undated powers endorsed in blank as shall
be requested by Agent.  Such Grantor
hereby acknowledges and agrees that any such agent or designee of Agent shall
be deemed to be a “secured party” with respect to such Collateral for all
purposes.


 



 10















(b)           Chattel Paper.


(i)         Each Grantor
shall take all steps reasonably necessary to grant Agent control of all
electronic Chattel Paper having a value of $100,000 or more in any one instance
or $250,000 or more in the aggregate in accordance with the Code and all “transferable
records” as that term is defined in Section 16 of the Uniform Electronic
Transaction Act and Section 201 of the federal Electronic Signatures in Global
and National Commerce Act as in effect in any relevant jurisdiction;


(ii)        If any Grantor
retains possession of any Chattel Paper or instruments (which retention of
possession shall be subject to the extent permitted hereby and by the Credit
Agreement), promptly upon the request of Agent, such Chattel Paper and
instruments having a value of $100,000 or more in any one instance or $250,000
or more in the aggregate shall be marked with the following legend: “This
writing and the obligations evidenced or secured hereby are subject to the
Security Interest of Wells Fargo Foothill, Inc., as Agent for the benefit of
the Lender Group and the Bank Product Providers”;


(c)           Control Agreements.


(i)         Except to the
extent otherwise permitted by the Credit Agreement, each Grantor shall obtain
an authenticated Control Agreement, from each bank holding a Deposit Account
for such Grantor.


(ii)        Except to the
extent otherwise permitted by the Credit Agreement, each Grantor shall obtain
authenticated Control Agreements, from each issuer of uncertificated
securities, securities intermediary, or commodities intermediary issuing or
holding any financial assets or commodities to or for any Grantor.


(d)           Letter of
Credit Rights.  Each
Grantor that is or becomes the beneficiary of a letter of credit having a face
amount of $100,000  or more in any
one instance or $250,000 or more in the aggregate shall promptly (and in any
event within 5 Business Days after becoming a beneficiary) notify Agent thereof
and, upon the request by Agent, enter into a tri-party agreement with Agent and
the issuer and/or confirmation bank with respect to letter-of-credit rights (as
that term is defined in the Code) assigning such letter-of-credit rights to
Agent and directing all payments thereunder to Agent’s Account, all in form and
substance satisfactory to Agent.


(e)           Commercial Tort
Claims.  Each Grantor shall promptly
(and in any event within 5 Business Days of receipt thereof) notify Agent in
writing upon incurring or otherwise obtaining a Commercial Tort Claim for an
amount in excess of $100,000  in
any one instance or $250,000 in the aggregate for all such claims after the
date hereof against any third party and, upon request of Agent, promptly amend Schedule
6 to the Disclosure Letter, authorize the filing of additional financing
statements or amendments to existing financing statements and do such other
acts or things deemed necessary or desirable by Agent to give Agent a first
priority, perfected security interest in any such Commercial Tort Claim.


(f)            Government
Contracts.  If any
Account or Chattel Paper arises out of a contract or contracts with the United
States of America or any department, agency, or instrumentality thereof
pursuant to which $100,000  or more
may be paid in any one instance or $250,000 or more may be paid in the
aggregate for all such contracts, the applicable Grantor shall promptly (and in
any event within 5 Business Days of the creation thereof) notify Agent thereof
in writing and execute any instruments or take any steps reasonably required by
Agent in order that all moneys due or to become due under such contract or contracts
shall be assigned to Agent, for the benefit of the Lender Group and the Bank
Product Providers, and notice thereof given under the Assignment of Claims Act
of 1940, as amended (31 U.S.C. 3727; 41 U.S.C. 15), or other applicable law.


(g)           Intellectual
Property.



 11
 









(i)         Upon request of
Agent, in order to facilitate filings with the United States Patent and
Trademark Office and the United States Copyright Office, each Grantor shall
execute and deliver to Agent one or more Copyright Security Agreements, Trademark
Security Agreements, and/or Patent Security Agreements to evidence Agent’s Lien
on such Grantor’s Patents, Trademarks, and/or Copyrights, and the General
Intangibles of such Grantor relating thereto or represented thereby.


(ii)        Each Grantor
shall have the duty, to the extent necessary, in the reasonable business
judgment of such Grantor, in the operation of such Grantor’s business, (A) to
promptly sue for infringement, misappropriation, or dilution and to recover any
and all damages for such infringement, misappropriation, or dilution of any
Intellectual Property, (B) to prosecute diligently any trademark application or
service mark application that is part of the Trademarks pending as of the date
hereof or hereafter until the termination of this Agreement, (C) to prosecute
diligently any patent application that is part of the Patents pending as of the
date hereof or hereafter until the termination of this Agreement, and (D) to
take all reasonable and necessary action to preserve and maintain all of such
Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and
its rights therein, including the filing of applications for renewal,
affidavits of use, affidavits of noncontestability and opposition and
interference and cancellation proceedings. 
Each Grantor shall promptly file an application with the United States
Copyright Office for any Copyright that has not been registered with the United
States Copyright Office if such Copyright is material to the operation of such
Grantor’s business.  Any expenses
incurred in connection with the foregoing shall be borne by the Grantors.  Each Grantor further agrees not to abandon
any Trademark, Patent, Copyright, or Intellectual Property License that is
necessary, in the reasonable business judgment of such Grantor, in the
operation of such Grantor’s business or which then constitutes part of the
Required Library without the prior written consent of Agent.


(iii)       Each Grantor
acknowledges and agrees that the Lender Group shall have no duties with respect
to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses.  Without limiting the generality of this Section
6(g), each Grantor acknowledges and agrees that no member of the Lender
Group shall be under any obligation to take any steps necessary to preserve
rights in the Trademarks, Patents, Copyrights, or Intellectual Property
Licenses against any other Person, but any member of the Lender Group may do so
at its option from and after the occurrence and during the continuance of an
Event of Default, and all expenses incurred in connection therewith (including,
without limitation, reasonable fees and expenses of attorneys and other
professionals) shall be for the sole account of Borrowers and shall be
chargeable to the Loan Account.


(iv)       Except to the
extent that such Grantor, in its reasonable business judgment, no longer deems
such Intellectual Property to be necessary, in the reasonable business judgment
of such Grantor, to the conduct of its business and such Intellectual Property
does not then constitute part of the Required Library, such Grantor agrees to
take all necessary steps, including making all necessary payments and filings
in connection with registration, maintenance, and renewal of Copyrights,
Trademarks, and Patents in the United States Copyright Office, the United
States Patent and Trademark Office, any other appropriate government agencies
in foreign jurisdictions or in any court, to maintain each such Intellectual
Property right; provided, however, no Grantor shall, either itself
or through any agent, employee, licensee, or designee, file an application for
the registration of any Copyright with the United States Copyright Office or
any similar office or agency, except in compliance with the provisions of Sections
6(g)(v) and (vi).  Grantor
hereby agrees to take, or cause to be taken, corresponding steps with respect
to each new or acquired Intellectual Property right to which it is now or later
becomes entitled that are necessary, in the reasonable business judgment of
such Grantor, to the conduct of its business or then constitute part of the
Required Library.  Any expenses incurred
in connection with such activities shall be borne solely by such Grantor.  In no event shall any Grantor, either itself
or through any agent, employee, licensee, or designee, file an application for
the registration of any Patent, Trademark, or Copyright with the United States
Patent and Trademark Office, the United States Copyright Office or any similar
office or agency without complying with this Section 6(g).



 12
 









(v)        Within 10
Business Days after the end of each of Parent’s fiscal quarters, such Grantor
shall deliver to Agent documentation reasonably satisfactory to Agent
identifying the Copyrights, whether created or acquired before or after the Closing
Date, comprising the Required Library (including any supporting documentation
relating to the determination of the composition of the Required Library) as of
the end of such fiscal quarter, the percentage of the aggregate amount of
Recurring Revenue generated for the preceding quarter by and/or arising from
each such Copyright and the registration number issued for each such Copyright
by the U.S. Copyright Office.  No more
than 20 Business Days following each such date of delivery, such Grantor shall
file applications and take any and all other actions necessary to register or
record a transfer of ownership, as applicable, to such Grantor with respect to
each such Copyright comprising the Required Library as of such date which on
the applicable date of delivery is not already the subject of a valid
registration or an application therefor diligently prosecuted with the United
States Copyright Office (or any similar office of any other jurisdiction in
which Copyrights are used) identifying such Grantor as the sole claimant
thereof in a manner sufficient to claim in the public record such Grantor’s
ownership thereof.


(vi)       Without
limiting any other provision hereof, within 5 Business Days following the date
of registration of or recordation of transfer of ownership, as applicable, to
such Grantor of any Copyrights, such Grantor shall cause to be prepared,
executed, and delivered to Agent (A) a Copyright Security Agreement or
supplemental schedules to the Copyright Security Agreement reflecting the
security interest of Agent in such Copyrights, which supplemental schedules
shall be in form and content suitable for recordation with the United States
Copyright Office (or any similar office of any other jurisdiction in which
Copyrights are used) so as to give constructive notice, when so recorded, of
the transfer by such Grantor to Agent of a security interest in such Copyrights
and (B) any other documentation as Agent reasonably deems necessary in order to
perfect, and confirm and continue the perfection of, Agent’s Liens on such
Copyrights following such recordation.


(vii)      Without
limiting any other provision hereof, within 10 Business Days after the end of
each of Parent’s fiscal quarters, such Grantor shall (A) provide Agent with a
written report of all new Patents and Trademarks that are registered or the
subject of pending applications for registrations, which were acquired,
generated or filed by such Grantor during such quarter, and (B) cause to be
prepared, executed, and delivered to Agent supplemental schedules to the
applicable Loan Documents to identify such Copyright, Patent and Trademark
registrations and applications therefor as being subject to the security
interests created thereunder.


(viii)     Such Grantor
shall take the actions necessary, as determined by such Grantor in its
reasonable business judgment, to protect the confidentiality of the
Intellectual Property that is material to the conduct of its business including
(A) protecting the secrecy and confidentiality of such Intellectual Property by
having and enforcing a policy requiring all current employees, consultants,
licensees, vendors and contractors to execute appropriate confidentiality
agreements; (B) taking actions necessary, as determined by such Grantor in its
reasonable business judgment, to ensure that no such Intellectual Property
falls or has fallen into the public domain; and (C) protecting the secrecy and
confidentiality of the source code of all Software of which it is the owner or
licensee by having and enforcing a policy requiring any licensees (or
sublicensees) of such source code to enter into license agreements with
appropriate use and non-disclosure restrictions.


(ix)       Such Grantor
shall ensure that each of the representations and warranties contained in Sections
5(i) through 5(n) hereof shall remain true and correct at all times.


(h)           Investment Related Property.


(i)         If any Grantor
shall receive or become entitled to receive any Pledged Interests after the
Closing Date, it shall promptly (and in any event within 5 Business Days of
receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum
identifying such Pledged Interests.



 13
 









(ii)        All sums of
money and property paid or distributed in respect of the Investment Related
Property which are received by any Grantor shall be held by such Grantor in
trust for the benefit of Agent segregated from such Grantor’s other property,
and such Grantor shall deliver the same forthwith to Agent’s in the exact form
received.


(iii)       Each Grantor
shall promptly deliver to Agent a copy of each notice or other communication
received by it in respect of any Pledged Interests.


(iv)       No Grantor
shall make or consent to any amendment or other modification or waiver with
respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership
Agreement, or enter into any agreement or permit to exist any restriction with
respect to any Pledged Interests other than pursuant to the Loan Documents.


(v)        Each Grantor
agrees that it will cooperate with Agent in obtaining all necessary approvals
and making all necessary filings under federal, state, local, or foreign law in
connection with the Security Interest on the Investment Related Property or any
sale or transfer thereof.


(vi)       As to all
limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby
represents, warrants and covenants that the Pledged Interests issued pursuant
to any such agreement (A) are not and shall not be dealt in or traded on securities
exchanges or in securities markets, (B) do not and will not constitute
investment company securities, and (C) are not and will not be held by
such Pledgor in a securities account.  In
addition, none of the Pledged Operating Agreements, the Pledged Partnership
Agreements, or any other agreements governing any of the Pledged Interests
issued under any Pledged Operating Agreement or Pledged Partnership Agreement,
provide or shall provide that such Pledged Interests are securities governed by
Article 8 of the Uniform Commercial Code as in effect in any relevant
jurisdiction.


(i)            Real Property;
Fixtures.  Each
Grantor covenants and agrees that upon the acquisition of any fee interest in
Real Property having a value of $250,000 or more, it will promptly (and in any
event within 5 Business Days of acquisition) notify Agent of the acquisition of
such Real Property and will grant to Agent, for the benefit of the Lender Group
and the Bank Product Providers, a first priority Mortgage on each fee interest
in Real Property now or hereafter owned by such Grantor and shall deliver such
other documentation and opinions, in form and substance satisfactory to Agent,
in connection with the grant of such Mortgage as Agent shall request in its
Permitted Discretion, including, without limitation, title insurance policies,
financing statements, fixture filings and environmental audits and such Grantor
shall pay all recording costs, intangible taxes and other fees and costs
(including reasonable attorneys fees and expenses) incurred in connection
therewith.  Each Grantor acknowledges and
agrees that, to the extent permitted by applicable law, all of its Collateral
shall remain personal property regardless of the manner of its attachment or affixation
to real property.


(j)            Transfers and
Other Liens.  No Grantor
shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose
of, or grant any option with respect to, any of the Collateral, except as
expressly permitted by the Credit Agreement, or (ii) create or permit to exist
any Lien upon or with respect to any Collateral, except for Permitted
Liens.  The inclusion of Proceeds in the
Collateral shall not be deemed to constitute Agent’s consent to any sale or
other disposition of any of the Collateral except as expressly permitted in
this Agreement or the other Loan Documents.


(k)           Other Actions
as to Any and All Collateral.  Each Grantor shall promptly (and in any event
within 5 Business Days of acquiring or obtaining such Collateral) notify Agent
in writing upon (i) acquiring or otherwise obtaining any Collateral after the
date hereof consisting of Investment Related Property, Chattel Paper
(electronic, tangible or otherwise), documents (as defined in Article 9 the
Code), promissory notes (as defined in the Code) or instruments (as defined in
the Code), in each case, in an amount in excess of $100,000 or (ii) any amount
payable in excess of $250,000 under or in connection with any of the Collateral



 14
 









being or becoming evidenced after the date hereof by
any Chattel Paper, documents, promissory notes or instruments, and, in each
such case (subject to any limitations set forth herein), upon the request of
Agent and in accordance with Section 8 hereof, promptly execute such
other documents and instruments, or if applicable, deliver such Chattel Paper,
documents, promissory notes, instruments or certificates evidencing any
Investment Related Property in accordance with Section 6 hereof and do
such other acts or things deemed necessary or desirable by Agent to protect
Agent’s Security Interest therein.


(l)            [Reserved.]


(m)          Pledged Notes.


(i)         Such Grantor will not waive or
release any obligation of any party to the Pledged Notes without the prior
written consent of Agent.


(ii)        Such Grantor will not take or omit to take any action or suffer or permit
any action to be omitted or taken, the taking or omission of which would result
in any right of offset against sums payable under the Pledged Notes.


(iii)       Such Grantor shall give Agent
copies of all notices (including notices of default) given or received with
respect to the Pledged Notes promptly after giving or receiving any such
notice.


(iv)       Without Agent’s prior
written consent, such Grantor shall not, and shall not agree to, assign or
surrender its rights and interests under the Pledged Notes nor terminate,
cancel, modify, change, supplement or amend the Pledged Notes.


7.             Relation to Other Security Documents.  The
provisions of this Agreement shall be read and construed with the other Loan
Documents referred to below in the manner so indicated.


(a)           Credit
Agreement. In the event of any conflict between any provision
in this Agreement and a provision in the Credit Agreement, such provision of
the Credit Agreement shall control.


(b)           Patent,
Trademark, Copyright Security Agreements.  The provisions of the Copyright Security
Agreements, Trademark Security Agreements, and Patent Security Agreements are
supplemental to the provisions of this Agreement, and nothing contained in the
Copyright Security Agreements, Trademark Security Agreements, or the Patent
Security Agreements shall limit any of the rights or remedies of Agent
hereunder.


8.             Further Assurances.


(a)           Each Grantor
agrees that from time to time, at its own expense, such Grantor will promptly
execute and deliver all further instruments and documents, and take all further
action, that may be necessary or that Agent may reasonably request, in order to
perfect and protect any Security Interest granted or purported to be granted
hereby or to enable Agent to exercise and enforce its rights and remedies
hereunder with respect to any of the Collateral.


(b)           Each Grantor
authorizes the filing of such financing or continuation statements, or
amendments thereto, and such Grantor will execute and deliver to Agent such
other instruments or notices, as may be necessary or as Agent may reasonably
request, in order to perfect and preserve the Security Interest granted or
purported to be granted hereby.


(c)           Each Grantor
authorizes Agent at any time and from time to time to file, transmit, or
communicate, as applicable, financing statements and amendments (i) describing
the Collateral as “all personal property of debtor” or “all assets of debtor”
or words of similar effect, (ii) describing the Collateral as being of



 15
 









equal or lesser scope or with greater detail, or
(iii) that contain any information required by part 5 of Article 9 of the Code
for the sufficiency or filing office acceptance.  Each Grantor also hereby ratifies any and all
financing statements or amendments previously filed by Agent in any jurisdiction.


(d)           Each Grantor
acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement
filed in connection with this Agreement without the prior written consent of
Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.


9.             Agent’s Right to Perform Contracts.  Upon
the occurrence and during the continuance of an Event of Default, Agent (or its
designee) may proceed to perform any and all of the obligations of any Grantor
contained in any contract, lease, or other agreement and exercise any and all
rights of any Grantor therein contained as fully as such Grantor itself could.


10.           Agent Appointed Attorney-in-Fact.  Each
Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, at such time as an Event of Default has occurred and is
continuing under the Credit Agreement, to take any action and to execute any
instrument which Agent may reasonably deem necessary or advisable to accomplish
the purposes of this Agreement, including, without limitation:


(a)           to ask, demand,
collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the
Accounts or any other Collateral of such Grantor;


(b)           to receive and
open all mail addressed to such Grantor and to notify postal authorities to
change the address for the delivery of mail to such Grantor to that of Agent;


(c)           to receive,
indorse, and collect any drafts or other instruments, documents, Negotiable
Collateral or Chattel Paper;


(d)           to file any
claims or take any action or institute any proceedings which Agent may deem
necessary or desirable for the collection of any of the Collateral of such
Grantor or otherwise to enforce the rights of Agent with respect to any of the
Collateral;


(e)           to repair,
alter, or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any Person obligated to such Grantor in respect of any
Account of such Grantor;


(f)            to use any
labels, Patents, Trademarks, trade names, URLs, domain names, industrial
designs, Copyrights, advertising matter or other industrial or Intellectual Property
rights, in advertising for sale and selling Inventory and other Collateral and
to collect any amounts due under Accounts, contracts or Negotiable Collateral
of such Grantor; and


(g)           Agent, on
behalf of the Lender Group and the Bank Product Providers, shall have the
right, but shall not be obligated, to bring suit in its own name to enforce the
Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if
Agent shall commence any such suit, the appropriate Grantor shall, at the
request of Agent, do any and all lawful acts and execute any and all proper
documents reasonably required by Agent in aid of such enforcement.


To the extent permitted by law, each Grantor hereby ratifies all that
such attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.  This power of attorney is
coupled with an interest and shall be irrevocable until this Agreement is
terminated.



 16
 









11.           Agent May Perform.  If
any Grantor fails to perform any agreement contained herein, Agent may itself
perform, or cause performance of, such agreement, and the reasonable expenses
of Agent incurred in connection therewith shall be payable, jointly and
severally, by Grantors.


12.           Agent’s Duties.  The
powers conferred on Agent hereunder are solely to protect Agent’s interest in
the Collateral, for the benefit of the Lender Group and the Bank Product
Providers, and shall not impose any duty upon Agent to exercise any such
powers.  Except for the safe custody of
any Collateral in its actual possession and the accounting for moneys actually
received by it hereunder, Agent shall have no duty as to any Collateral or as
to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral.  Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its actual
possession if such Collateral is accorded treatment substantially equal to that
which Agent accords its own property.


13.           Collection of Accounts, General Intangibles and
Negotiable Collateral.  At any time upon the occurrence and during
the continuation of an Event of Default, Agent or Agent’s designee may (a)
notify Account Debtors of any Grantor that the Accounts, General Intangibles,
Chattel Paper or Negotiable Collateral have been assigned to Agent, for the
benefit of the Lender Group and the Bank Product Providers, in connection with
the exercise of its remedies hereunder, or that Agent has a security interest
therein, and (b) collect the Accounts, General Intangibles and Negotiable
Collateral directly, and any collection costs and expenses shall constitute
part of the Secured Obligations under the Loan Documents.


14.           Disposition of Pledged Interests by Agent.  None
of the Pledged Interests existing as of the date of this Agreement are, and
none of the Pledged Interests hereafter acquired on the date of acquisition
thereof will be, registered or qualified under the various federal or state
securities laws of the United States and disposition thereof after an Event of Default
may be restricted to one or more private (instead of public) sales in view of
the lack of such registration.  Each
Grantor understands that in connection with such disposition, Agent may
approach only a restricted number of potential purchasers and further
understands that a sale under such circumstances may yield a lower price for
the Pledged Interests than if the Pledged Interests were registered and
qualified pursuant to federal and state securities laws and sold on the open
market.  Each Grantor, therefore, agrees
that:  (a) if Agent shall, pursuant to
the terms of this Agreement, sell or cause the Pledged Interests or any portion
thereof to be sold at a private sale, Agent shall have the right to rely upon
the advice and opinion of any nationally recognized brokerage or investment
firm (but shall not be obligated to seek such advice and the failure to do so
shall not be considered in determining the commercial reasonableness of such
action) as to the best manner in which to offer the Pledged Interest for sale
and as to the best price reasonably obtainable at the private sale thereof; and
(b) such reliance shall be conclusive evidence that Agent has handled the
disposition in a commercially reasonable manner.


15.           Voting Rights.


(a)           Upon the
occurrence and during the continuation of an Event of Default, (i) Agent may,
at its option, and with 2 Business Day’s prior notice (unless such Event of
Default is an Event of Default specified in Section 7.4 or 7.5 of
the Credit Agreement, in which case no such notice need be given) to the
Grantors, and in addition to all rights and remedies available to Agent under
any other agreement, at law, in equity, or otherwise, exercise all voting
rights, and all other ownership or consensual rights in respect of the Pledged
Interests owned by such Grantor, but under no circumstances is Agent obligated
by the terms of this Agreement to exercise such rights, and (ii) if Agent duly
exercises its right to vote any of such Pledged Interests, each Grantor hereby
appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE
PROXY to vote such Pledged Interests in any manner Agent deems advisable for or
against all matters submitted or which may be submitted to a vote of
shareholders, partners or members, as the case may be.  The power-of-attorney granted hereby is
coupled with an interest and shall be irrevocable.


(b)           For so long as
any Grantor shall have the right to vote the Pledged Interests owned by it,
such Grantor covenants and agrees that it will not, without the prior written
consent of Agent, vote or



 17
 









take any consensual action with respect to such
Pledged Interests which would materially and adversely affect the rights of
Agent, the other members of the Lender Group, any Bank Product Provider or the
value of the Pledged Interests or that would be inconsistent with or result in
any violation of any provision of the Credit Agreement or any other Loan
Document.


16.           Remedies.  Upon the occurrence and during
the continuance of an Event of Default:


(a)           Agent may
exercise in respect of the Collateral, in addition to other rights and remedies
provided for herein, in the other Loan Documents, or otherwise available to it,
all the rights and remedies of a secured party on default under the Code or any
other applicable law.  Without limiting
the generality of the foregoing, each Grantor expressly agrees that, in any
such event, Agent without demand of performance or other demand, advertisement
or notice of any kind (except a notice specified below of time and place of
public or private sale) to or upon any of Grantors or any other Person (all and
each of which demands, advertisements and notices are hereby expressly waived
to the maximum extent permitted by the Code or any other applicable law), may
take immediate possession of all or any portion of the Collateral and (i)
require Grantors to, and each Grantor hereby agrees that it will at its own
expense and upon request of Agent forthwith, assemble all or part of the
Collateral as directed by Agent and make it available to Agent at one or more
locations where such Grantor regularly maintains Inventory, and (ii) without
notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of Agent’s offices or
elsewhere, for cash, on credit, and upon such other terms as Agent may deem
commercially reasonable.  Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least 10
days notice to any of Grantors of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification and specifically such notice shall constitute a reasonable “authenticated
notification of disposition” within the meaning of Section 9-611 of the Code.  Agent shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given.  Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which
it was so adjourned.


(b)           Agent is hereby
granted an irrevocable license or other right to use, without liability for
royalties or any other charge, each Grantor’s labels, Patents, Copyrights,
rights of use of any name, trade secrets, trade names, Trademarks, service
marks and advertising matter, URLs, domain names, industrial designs, other
industrial or Intellectual Property or any property of a similar nature,
whether owned by any Grantor or with respect to which any Grantor has rights
under license, sublicense, or other agreements, as it pertains to the
Collateral, in preparing for sale, advertising for sale and selling any
Collateral, and each Grantor’s rights under all licenses and all franchise agreements
shall inure to the benefit of Agent.


(c)           Any cash held
by Agent as Collateral and all cash proceeds received by Agent in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral shall be applied against the Secured Obligations in the order set
forth in the Credit Agreement.  In the
event the proceeds of Collateral are insufficient to satisfy all of the Secured
Obligations in full, each Grantor shall remain jointly and severally liable for
any such deficiency.


(d)           Each Grantor
hereby acknowledges that the Secured Obligations arose out of a commercial
transaction, and agrees that if an Event of Default shall occur Agent shall
have the right to an immediate writ of possession without notice of a hearing.  Agent shall have the right to the appointment
of a receiver for the properties and assets of each Grantor, and each Grantor
hereby consents to such rights and such appointment and hereby waives any
objection such Grantor may have thereto or the right to have a bond or other
security posted by Agent.


(e)           Notwithstanding
anything herein to the contrary, any enforcement of Agent’s rights and remedies
with respect to the Stock of Second Street Securities, Inc. shall be conducted
in accordance with all applicable National Association of Securities Dealers,
Inc. regulations and other such applicable laws.



 18
 









17.           Remedies Cumulative.  Each
right, power, and remedy of Agent as provided for in this Agreement or in the
other Loan Documents or now or hereafter existing at law or in equity or by
statute or otherwise shall be cumulative and concurrent and shall be in
addition to every other right, power, or remedy provided for in this Agreement
or in the other Loan Documents or now or hereafter existing at law or in equity
or by statute or otherwise, and the exercise or beginning of the exercise by
Agent, of any one or more of such rights, powers, or remedies shall not
preclude the simultaneous or later exercise by Agent of any or all such other
rights, powers, or remedies.


18.           Marshaling. Agent  shall not be required to
marshal any present or future collateral security (including but not limited to
the Collateral) for, or other assurances of payment of, the Secured Obligations
or any of them or to resort to such collateral security or other assurances of
payment in any particular order, and all of its rights and remedies hereunder
and in respect of such collateral security and other assurances of payment
shall be cumulative and in addition to all other rights and remedies, however
existing or arising.  To the extent that
it lawfully may, each Grantor hereby agrees that it will not invoke any law
relating to the marshaling of collateral which might cause delay in or impede
the enforcement of Agent’s rights and remedies under this Agreement or under
any other instrument creating or evidencing any of the Secured Obligations or
under which any of the Secured Obligations is outstanding or by which any of
the Secured Obligations is secured or payment thereof is otherwise assured, and,
to the extent that it lawfully may, each Grantor hereby irrevocably waives the
benefits of all such laws.


19.           Indemnity and Expenses.


(a)           Each Grantor
agrees to indemnify Agent and the other members of the Lender Group from and
against all claims, lawsuits and liabilities (including reasonable attorneys
fees) growing out of or resulting from this Agreement (including, without
limitation, enforcement of this Agreement) or any other Loan Document to which
such Grantor is a party, except claims, losses or liabilities resulting from
the gross negligence or willful misconduct of the party seeking indemnification
as determined by a final non-appealable order of a court of competent
jurisdiction.  This provision shall
survive the termination of this Agreement and the Credit Agreement and the
repayment of the Secured Obligations.


(b)           Grantors,
jointly and severally, shall, upon demand, pay to Agent (or Agent, may charge
to the Loan Account) all the Lender Group Expenses which Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody,
preservation, use or operation of, or, upon an Event of Default, the sale of,
collection from, or other realization upon, any of the Collateral in accordance
with this Agreement and the other Loan Documents, (iii) the exercise or
enforcement of any of the rights of Agent hereunder or (iv) the failure by any
of Grantors to perform or observe any of the provisions hereof.


20.           Merger, Amendments; Etc.  THIS
WRITTEN AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE
PARTIES.  No waiver of any provision of
this Agreement, and no consent to any departure by any of Grantors herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.  No amendment of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by
Agent and each Grantor to which such amendment applies.


21.           Addresses for Notices.  All
notices and other communications provided for hereunder shall be given in the
form and manner and delivered to Agent at its address specified in the Credit
Agreement, and to any of the Grantors at their respective addresses specified
in the Credit Agreement or Guaranty, as applicable, or, as to any party, at
such other address as shall be designated by such party in a written notice to
the other party.


 



 19















22.           Continuing Security Interest: Assignments
under Credit Agreement.  This Agreement shall create a continuing
security interest in the Collateral and shall (a) remain in full force and
effect until the Obligations have been paid in full in cash in accordance with
the provisions of the Credit Agreement and the Commitments have expired or have
been terminated, (b) be binding upon each Grantor, and their respective
successors and assigns, and (c) inure to the benefit of, and be enforceable by,
Agent, and its successors, transferees and assigns.  Without limiting the generality of the
foregoing clause (c), any Lender may, in accordance with the provisions of the
Credit Agreement, assign or otherwise transfer all or any portion of its rights
and obligations under the Credit Agreement to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to such Lender herein or otherwise. 
Upon payment in full in cash of the Obligations in accordance with the
provisions of the Credit Agreement and the expiration or termination of the
Commitments, the Security Interest granted hereby shall terminate and this
Agreement and all rights to the Collateral shall revert to Grantors or any
other Person entitled thereto.  At such
time, Agent will file or authorize the filing of appropriate termination
statements to terminate such Security Interests.  No transfer or renewal, extension,
assignment, or termination of this Agreement or of the Credit Agreement, any
other Loan Document, or any other instrument or document executed and delivered
by any Grantor to Agent nor any additional Advances or other loans made by any
Lender to any Borrower, nor the taking of further security, nor the retaking or
re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any
other act of the Lender Group or the Bank Product Providers, or any of them,
shall release any Grantor from any obligation, except a release or discharge
executed in writing by Agent in accordance with the provisions of the Credit
Agreement.  Agent shall not by any act,
delay, omission or otherwise, be deemed to have waived any of its rights or
remedies hereunder, unless such waiver is in writing and signed by Agent and then
only to the extent therein set forth.  A
waiver by Agent of any right or remedy on any occasion shall not be construed
as a bar to the exercise of any such right or remedy which Agent would
otherwise have had on any other occasion.


23.           Governing
Law.


(a)           THE VALIDITY OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE
CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE
RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.


(b)           THE PARTIES
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY
BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  AGENT AND EACH GRANTOR WAIVE, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM  NON  CONVENIENS OR TO OBJECT TO VENUE
TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION
23(b).


(c)           AGENT AND EACH
GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  AGENT AND EACH GRANTOR REPRESENT THAT 



 20
 









EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  IN THE EVENT OF LITIGATION, A
COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE
COURT.


24.           New Subsidiaries. 
Pursuant to Section 5.16 of the Credit Agreement, any direct or
indirect U.S. Subsidiary acquired after the Closing Date (whether by
acquisition or creation)by any Grantor is required to enter into this Agreement
by executing and delivering in favor of Agent a supplement to this Agreement in
the form of Annex 1 attached hereto. 
Upon the execution and delivery of Annex 1 by such new U.S.
Subsidiary, such U.S. Subsidiary shall become a Grantor hereunder with the same
force and effect as if originally named as a Grantor herein.  The execution and delivery of any instrument
adding an additional Grantor as a party to this Agreement shall not require the
consent of any Grantor hereunder.  The
rights and obligations of each Grantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Grantor hereunder.


25.           Agent.  Each reference herein to any
right granted to, benefit conferred upon or power exercisable by the “Agent”
shall be a reference to Agent, for the benefit of the Lender Group and the Bank
Product Providers.


26.           Miscellaneous.


(a)           This Agreement
may be executed in any number of counterparts and by different parties on
separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. 
Delivery of an executed counterpart of this Agreement by telefacsimile
or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart
of this Agreement by telefacsimile or other electronic method of transmission
also shall deliver an original executed counterpart of this Agreement but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document
mutatis mutandis.


(b)           Any provision
of this Agreement which is prohibited or unenforceable shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.


(c)           Headings used
in this Agreement are for convenience only and shall not be used in connection
with the interpretation of any provision hereof.


(d)           The pronouns
used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform
thereto.


(e)           Unless the
context of this Agreement or any other Loan Document clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, the terms “includes” and  “including” are not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or.”  The words “hereof,” “herein,”
“hereby,” “hereunder,” and similar terms in this Agreement or any other Loan
Document refer to this Agreement or such other Loan Document, as the case may
be, as a whole and not to any particular provision of this Agreement or such
other Loan Document, as the case may be. 
Section, subsection, clause, schedule, and exhibit references herein are
to this Agreement unless otherwise specified. 
Any reference in this Agreement or in any other Loan Document to any
agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any
restrictions on such alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements
set forth herein).  Any reference herein
or in 



 21
 









any other Loan Document to the satisfaction or
repayment in full of the Obligations shall mean the repayment in full in cash
(or cash collateralization in accordance with the terms hereof) of all
Obligations other than unasserted contingent indemnification Obligations and
other than any Bank Product Obligations that, at such time, are allowed by the
applicable Bank Product Providers to remain outstanding and that are not
required by the provisions of the Credit Agreement to be repaid or cash
collateralized.  Any reference herein to
any Person shall be construed to include such Person’s successors and
assigns.  Any requirement of a writing
contained herein or in any other Loan Document shall be satisfied by the
transmission of a Record and any Record so transmitted shall constitute a
representation and warranty as to the accuracy and completeness of the information
contained therein.


[signature pages
follow]



 22














IN WITNESS
WHEREOF, the undersigned parties hereto have executed this Agreement by and
through their duly authorized officers, as of the day and year first above
written.


 


	
  GRANTORS:

  	
  ADVENT SOFTWARE, INC.,  

  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  /s/ Graham V. Smith

  	
   

  
	
   

  	
  Graham V. Smith 

  Executive Vice President, Chief Financial Officer  

  HUB DATA INCORPORATED, 
 a Massachusetts corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  /s/ Graham V. Smith

  	
   

  
	
   

  	
  Graham V. Smith

  Executive Vice President, Chief Financial Officer

  MICROEDGE, INC.,

  a New York corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  /s/ Graham V. Smith

  	
   

  
	
   

  	
  Graham V. Smith 

  Executive Vice President, Chief Financial Officer

  	
   

  
	
  AGENT:

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation, 

  as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  /s/ Alexander E. Hechler

  	
   

  
	
   

  	
  Alexander E. Hechler 

  Vice President

  	
   

  



 











ANNEX 1



FORM OF SUPPLEMENT


SUPPLEMENT NO.        
(this “Supplement”)
dated as of                         ,
         , to the Security
Agreement dated as of February 14, 2007 (as amended, restated, supplemented or
otherwise modified from time to time, including all exhibits and schedules
thereto or to the Disclosure Letter, the “Security Agreement”) by each
of the parties listed as “Grantors” on the signature pages thereto and those
additional entities that thereafter become “Grantors” thereunder (collectively,
jointly and severally, “Grantors” and each individually “Grantor”)
and WELLS FARGO FOOTHILL, INC. in
its capacity as Agent for the Lender Group and the Bank Product Providers
(together with its successors and assigns in such capacity, “Agent”).


W
I T N E S S E T H:


WHEREAS, pursuant to that certain Credit Agreement
dated February 14, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto or to
the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware
corporation (“Parent”) and each of Parent’s Subsidiaries signatory
thereto (such Subsidiaries, together with Parent, are referred to hereinafter
each individually as a “Borrower” and collectively, as “Borrowers”),
the lenders from time to time party thereto as “Lenders” (“Lenders”),
and Agent, the Lender Group agreed to make certain financial accommodations
available to Borrowers from time to time pursuant to the terms and conditions
thereof;


WHEREAS, capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement and/or the Credit Agreement;


WHEREAS, Grantors have entered into the Security
Agreement in order to induce the Lender Group to make certain financial
accommodations to Borrowers; and


WHEREAS, pursuant to the Loan Documents, certain new
direct or indirect U.S. Subsidiaries of any Grantor, must execute and deliver
to Agent certain Loan Documents, including the Security Agreement, and the
execution of the Security Agreement by the undersigned new Grantor or Grantors
(collectively, the “New Grantors”) may be accomplished by the execution
of this Supplement in favor of Agent, for the benefit of the Lender Group and
the Bank Product Providers.


NOW, THEREFORE, for and in consideration of the
foregoing and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each New Grantor hereby agrees as
follows:


1.             In accordance with Section 24 of the
Security Agreement, each New Grantor, by its signature below, becomes a “Grantor”
under the Security Agreement with the same force and effect as if originally
named therein as a “Grantor” and each New Grantor hereby (a) agrees to all of
the terms and provisions of the Security Agreement applicable to it as a “Grantor”
thereunder and (b) represents and warrants that the representations and
warranties made by it as a “Grantor” thereunder are true and correct on and as
of the date hereof.  In furtherance of
the foregoing, each New Grantor, as security for the payment and performance in
full of the Secured Obligations, does hereby grant and pledge to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a security interest
in and security title to all assets of such New Grantor including, without
limitation, all property of the type described in Section 2 of the
Security Agreement to secure the full and prompt payment of the Secured
Obligations, including, without limitation, any interest thereon, plus
reasonable attorneys’ fees and expenses if the Secured Obligations represented
by the Security Agreement are collected by law, through an attorney-at-law, or
under advice therefrom.  Schedule 1,
“Copyrights”, Schedule 2, “Intellectual Property Licenses”, Schedule
3, “Patents”, Schedule 4, “Pledged Companies”, Schedule 5, “Trademarks”,
Schedule 6, “Commercial Tort Claims”, Schedule 7, “Owned Real
Property,” and Schedule 8,











 “List of
Uniform Commercial Code Filing Jurisdictions” attached hereto supplement Schedule
1,  Schedule 2, Schedule 3,  Schedule 4, Schedule 5,
Schedule 6, Schedule 7, and Schedule 8, respectively, to
the Disclosure Letter and shall be deemed a part thereof for all purposes of the
Security Agreement.  Each reference to a “Grantor”
in the Security Agreement shall be deemed to include each New Grantor.  The Security Agreement is incorporated herein
by reference.


2.             Each New Grantor represents and warrants to
Agent, the Lender Group and the Bank Product Providers that this Supplement has
been duly executed and delivered by such New Grantor and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws affecting creditors’ rights generally and general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


3.             This Supplement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same
instrument.  Delivery of a counterpart
hereof by facsimile transmission or by e-mail transmission shall be as
effective as delivery of a manually executed counterpart hereof.


4.             Except as expressly supplemented hereby, the
Security Agreement shall remain in full force and effect.


5.             This Supplement shall be construed in
accordance with and governed by the laws of the State of California, without
regard to the conflict of laws principles thereof.


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]











IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this
Supplement to the Security Agreement as of the day and year first above
written.


	
  

  	
  NEW GRANTORS:

  	
   

  	
  [NAME OF NEW GRANTOR]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NAME OF NEW GRANTOR]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AGENT:

  	
   

  	
  WELLS FARGO FOOTHILL, INC., 

  a California corporation,

  as Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 















EXHIBIT A


COPYRIGHT SECURITY AGREEMENT


This COPYRIGHT
SECURITY AGREEMENT (this “Copyright Security Agreement”) is
made this         day of                     ,
20    , among Grantors listed on the signature pages hereof
( collectively, jointly and severally, “Grantors” and each individually “Grantor”),
and WELLS FARGO FOOTHILL, INC., in
its capacity as Agent for the Lender Group and the Bank Product Providers
(together with its successors and assigns in such capacity, “Agent”).


W  I  T  N  E  S
S  E  T  H:


WHEREAS, pursuant to that certain Credit Agreement
dated February 14, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto or to
the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware
corporation (“Parent”) and each of Parent’s Subsidiaries signatory
thereto (such Subsidiaries, together with Parent, are referred to hereinafter
each individually as a “Borrower” and collectively, as “Borrowers”),
the lenders from time to time party thereto as “Lenders” (“Lenders”),
and Agent, the Lender Group agreed to make certain financial accommodations
available to Borrowers from time to time pursuant to the terms and conditions
thereof;


WHEREAS, the members of the Lender Group are willing
to make the financial accommodations to Borrowers as provided for in the Credit
Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Agent, for the benefit of the Lender Group and the
Bank Product Providers, that certain Security Agreement, dated February 14,
2007 (including all annexes, exhibits or schedules thereto or to the Disclosure
Letter, as from time to time amended, restated, supplemented or otherwise
modified, the “Security Agreement”); and


WHEREAS, pursuant to the Security Agreement,
Grantors are required to execute and deliver to Agent, for the benefit of the
Lender Group and the Bank Product Providers, this Copyright Security Agreement.


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantors hereby agree as follows:


1.             DEFINED TERMS.  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Security Agreement and/or the Credit Agreement.


2.             GRANT OF SECURITY INTEREST IN COPYRIGHT
COLLATERAL.  Subject to any limitations set forth in Section
2 of the Security Agreement, each Grantor hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing first
priority security interest in all of such Grantor’s right, title and interest
in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Copyright Collateral”):


(a)           all of such
Grantor’s Copyrights and Intellectual Property Licenses with respect to
Copyrights to which it is a party including those referred to on Schedule I
hereto;


(b)           all
restorations, reversions, renewals, reissues, continuations or extensions of
the foregoing; and











(c)           all products
and proceeds of the foregoing, including, without limitation, any claim by such
Grantor against third parties for past, present or future infringement or
dilution of any Copyright or any Copyright licensed under any Intellectual
Property License.


3.             SECURITY FOR OBLIGATIONS.  This
Copyright Security Agreement and the Security Interest created hereby secures
the payment and performance of all the Secured Obligations, whether now
existing or arising hereafter.  Without
limiting the generality of the foregoing, this Copyright Security Agreement
secures the payment of all amounts which constitute part of the Obligations and
would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank
Product Providers or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any
Grantor.


4.             SECURITY AGREEMENT.  The
security interests granted pursuant to this Copyright Security Agreement are
granted in conjunction with the security interests granted to Agent, for the
benefit of the Lender Group and the Bank Product Providers, pursuant to the
Security Agreement.  Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to
the security interest in the Copyright Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.


5.             AUTHORIZATION
TO SUPPLEMENT.  Grantors shall give Agent notice in writing of
any additional United States copyright registrations or applications therefor
after the date hereof pursuant to the terms of the Security Agreement.  Grantors hereby authorize Agent unilaterally
to modify this Agreement by amending Schedule I to include any future
United States registered copyrights or applications therefor of Grantors.  Notwithstanding the foregoing, no failure to
so modify this Copyright Security Agreement or amend Schedule I shall in
any way affect, invalidate or detract from Agent’s continuing security interest
in all Collateral, whether or not listed on Schedule I.


6.             COUNTERPARTS.  This
Copyright Security Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.  In proving this Copyright Security Agreement
or any other Loan Document in any judicial proceedings, it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom such enforcement is sought.  Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature
hereto.


7.             CONSTRUCTION. 
Unless the context of this Copyright Security Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes”
and  “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Copyright Security Agreement or any other Loan Document refer to this Copyright
Security Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Copyright Security Agreement or
such other Loan Document, as the case may be. 
Section, subsection, clause, schedule, and exhibit references herein are
to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security
Agreement or in any other Loan Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other Loan
Document to the satisfaction or repayment in full of the Obligations shall mean
the repayment in full in cash (or cash collateralization in accordance with the
terms hereof) of all Obligations other than unasserted contingent
indemnification Obligations and other than any Bank Product Obligations that,
at such time, are allowed by the applicable Bank Product Providers to remain
outstanding and that are not required by the provisions of the Credit Agreement
to be repaid or cash collateralized.  Any
reference herein to any Person shall be construed to include such Person’s
successors and assigns.  Any 











requirement of a writing contained herein or in any
other Loan Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.


[SIGNATURE PAGE FOLLOWS]











IN
WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to
be executed and delivered by its duly authorized officer as of the date first set forth above. 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED AND ACKNOWLEDGED BY:

  



 


	
  

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation, 

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 











SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT


Copyright Registrations




	
  Grantor

  	
   

  	
  Country

  	
   

  	
  Copyright

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Copyright
Licenses











EXHIBIT B


PATENT SECURITY AGREEMENT


This PATENT SECURITY AGREEMENT (this “Patent
Security Agreement”) is made this        
day of                     ,
20    , among the Grantors listed on the signature pages
hereof (collectively, jointly and severally, “Grantors” and each
individually “Grantor”), and WELLS
FARGO FOOTHILL, INC., in its capacity as administrative agent for
the Lender Group and the Bank Product Providers (together with its successors and
assigns in such capacity, “Agent”).


W  I  T  N  E  S
S  E  T  H:


WHEREAS, pursuant to that
certain Credit Agreement dated February 14, 2007 (as amended, restated,
supplemented or otherwise modified from time to time, including all exhibits
and schedules thereto or to the Disclosure Letter, the “Credit Agreement”)
among ADVENT SOFTWARE, INC., a Delaware corporation (“Parent”) and
each of Parent’s Subsidiaries signatory thereto (such Subsidiaries, together
with Parent, are referred to hereinafter each individually as a “Borrower”
and collectively, as “Borrowers”), the lenders from time to time party
thereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed to
make certain financial accommodations available to Borrowers from time to time
pursuant to the terms and conditions thereof;


WHEREAS, the members of
Lender Group are willing to make the financial accommodations to Borrowers as
provided for in the Credit Agreement, but only upon the condition, among
others, that the Grantors shall have executed and delivered to Agent, for the
benefit of the Lender Group and the Bank Product Providers, that certain
Security Agreement dated February 14, 2007 (including all annexes, exhibits or
schedules thereto or to the Disclosure Letter, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and


WHEREAS, pursuant to the
Security Agreement, Grantors are required to execute and deliver to Agent, for
the benefit of the Lender Group and the Bank Product Providers, this Patent
Security Agreement.


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each Grantor hereby agrees as follows:


1.             DEFINED TERMS.  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Security Agreement and/or the Credit Agreement.


2.             GRANT OF SECURITY INTEREST IN PATENT
COLLATERAL.  Subject to any limitations set forth in Section
2 of the Security Agreement, each Grantor hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing first
priority security interest in all of such Grantor’s right, title and interest
in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Patent Collateral”):


(a)           all
of its Patents and Intellectual Property Licenses with respect to Patents to
which it is a party including those referred to on Schedule I hereto;


(b)           all
reissues, continuations, continuations-in-part, substitutes, extensions or
renewals of and improvements on the foregoing; and











(c)           all
products and proceeds of the foregoing, including, without limitation, any
claim by such Grantor against third parties for past, present or future
infringement or dilution of any Patent or any Patent licensed under any
Intellectual Property License.


3.             SECURITY FOR
OBLIGATIONS.  This Patent Security Agreement
and the Security Interest created
hereby secures the payment and performance of all the Secured Obligations,
whether now existing or arising hereafter. 
Without limiting the generality of the foregoing, this Patent Security
Agreement secures the payment of all amounts which constitute part of the
Obligations and would be owed by Grantors, or any of them, to Agent, the Lender
Group, the Bank Product Providers or any of them, whether or not they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving any Grantor.


4.             SECURITY AGREEMENT.  The
security interests granted pursuant to this Patent Security Agreement are
granted in conjunction with the security interests granted to Agent, for the
benefit of the Lender Group and the Bank Product Providers, pursuant to the
Security Agreement.  Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to
the security interest in the Patent Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which
are incorporated by reference herein as if fully set forth herein.


5.             AUTHORIZATION
TO SUPPLEMENT.  If any Grantor shall obtain rights to any new
patentable inventions or become entitled to the benefit of any patent
application or patent for any reissue, division, or continuation, of any
patent, the provisions of this Patent Security Agreement shall automatically
apply thereto. Grantors shall give notice in writing to Agent with respect to
any such new patent rights pursuant to the terms of the Security
Agreement.  Without limiting Grantors’
obligations under this Section 4, Grantors hereby authorize Agent
unilaterally to modify this Agreement by amending Schedule I to include
any such new patent rights of Grantors. 
Notwithstanding the foregoing, no failure to so modify this Patent
Security Agreement or amend Schedule I shall in any way affect,
invalidate or detract from Agent’s continuing security interest in all
Collateral, whether or not listed on Schedule I.


6.             COUNTERPARTS.  This
Patent Security Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument.  In proving this Patent Security Agreement or
any other Loan Document in any judicial proceedings, it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom such enforcement is sought. 
Any signatures delivered by a party by facsimile transmission or by
e-mail transmission shall be deemed an original signature hereto.


7.             CONSTRUCTION. 
Unless the context of this Patent Security Agreement or any other Loan
Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes”
and  “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Patent Security Agreement or any other Loan Document refer to this Patent
Security Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Patent Security Agreement or such
other Loan Document, as the case may be. 
Section, subsection, clause, schedule, and exhibit references herein are
to this Patent Security Agreement unless otherwise specified.  Any reference in this Patent Security
Agreement or in any other Loan Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other Loan
Document to the satisfaction or repayment in full of the Obligations shall mean
the repayment in full in cash (or cash collateralization in accordance with the
terms hereof) of all Obligations other than unasserted contingent
indemnification Obligations and other than any Bank Product Obligations that, at
such time, are allowed by the applicable Bank Product Providers to remain
outstanding and that are not required by 











the provisions of the Credit Agreement to be repaid
or cash collateralized.  Any reference
herein to any Person shall be construed to include such Person’s successors and
assigns.  Any requirement of a writing
contained herein or in any other Loan Document shall be satisfied by the
transmission of a Record and any Record so transmitted shall constitute a
representation and warranty as to the accuracy and completeness of the
information contained therein.


[SIGNATURE PAGE FOLLOWS]











IN WITNESS WHEREOF, each Grantor has caused this
Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth
above.


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED AND ACKNOWLEDGED BY:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation, 

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 















EXHIBIT C


Annex 1 to Pledge and Security Agreement


PLEDGED INTERESTS ADDENDUM


This Pledged Interests Addendum, dated as of                             
, 20     , is delivered pursuant to Section 6
of the Security Agreement referred to below. 
The undersigned hereby agrees that this Pledged Interests Addendum may
be attached to that certain Disclosure Letter, dated as of February 14, 2007,
delivered in connection with that certain Security Agreement, dated February
14, 2007 (as amended, restated, supplemented or otherwise modified from time to
time, including all exhibits and schedules thereto or to the Disclosure Letter,
the “Security Agreement”), made by the undersigned, together with the
other Grantors named therein, to Wells Fargo Foothill, Inc., as Agent.  Initially capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Security
Agreement and/or the Credit Agreement. 
The undersigned hereby agrees that the additional interests listed on
this Pledged Interests Addendum as set forth below shall be and become part of
the Pledged Interests pledged by the undersigned to the Agent in the Security
Agreement and any pledged company set forth on this Pledged Interests Addendum
as set forth below shall be and become a “Pledged Company” under the Security
Agreement, each with the same force and effect as if originally named therein.


The undersigned hereby certifies that the
representations and warranties set forth in Section 5 of the Security
Agreement of the undersigned are true and correct as to the Pledged Interests
listed herein on and as of the date hereof.


	
  

  	
  [                                         ]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  












 




	
  Name of Pledgor

  	
   

  	
  Name of
  Pledged Company

  	
   

  	
  Number
  of Shares/Units

  	
   

  	
  Class
  of 

  Interests

  	
   

  	
  Percentage
  

  of Class 

  Owned

  	
   

  	
  Percentage
  of Class Pledged

  	
   

  	
  Certificate
  

  Nos.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 
















EXHIBIT D


TRADEMARK SECURITY AGREEMENT


This TRADEMARK
SECURITY AGREEMENT (this “Trademark Security Agreement”) is
made this          day of                         ,
20      , among Grantors listed on the signature
pages hereof (collectively, jointly and severally, “Grantors” and each
individually “Grantor”), and WELLS
FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group
and the Bank Product Providers (together with its successors and assigns in
such capacity, “Agent”).


W
I T N E S S E T H:


WHEREAS, pursuant to that certain Credit Agreement
dated February 14, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto or to
the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware corporation (“Parent”)
and each of Parent’s Subsidiaries signatory thereto (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as a “Borrower”
and collectively, as “Borrowers”), the lenders from time to time party
thereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed to
make certain financial accommodations available to Borrowers from time to time
pursuant to the terms and conditions thereof;


WHEREAS, the members of the Lender Group are willing
to make the financial accommodations to Borrowers as provided for in the Credit
Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Agent, for the benefit of Lender Group and the Bank
Product Providers, that certain Security Agreement dated February 14, 2007
(including all annexes, exhibits or schedules thereto or to the Disclosure
Letter, as from time to time amended, restated, supplemented or otherwise
modified, the “Security Agreement”); and


WHEREAS, pursuant to the Security Agreement,
Grantors are required to execute and deliver to Agent, for the benefit of
Lender Group and the Bank Product Providers, this Trademark Security Agreement.


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Grantor hereby agrees as follows:


1.             DEFINED TERMS. All capitalized terms used but not
otherwise defined herein have the meanings given to them in the Security
Agreement and/or the Credit Agreement.


2.             GRANT OF SECURITY INTEREST IN TRADEMARK
COLLATERAL. Subject to any
limitation set forth in Section 2 of the Security Agreement, each
Grantor hereby grants to Agent, for the benefit of the Lender Group and the
Bank Product Providers, a continuing first priority security interest in all of
such Grantor’s right, title and interest in, to and under the following,
whether presently existing or hereafter created or acquired (collectively, the “Trademark
Collateral”):


(a)           all of its
Trademarks and Intellectual Property Licenses with respect to Trademarks to
which it is a party including those referred to on Schedule I hereto;


(b)           all goodwill,
trade secrets, proprietary or confidential information, technical information,
procedures, formulae, quality control standards, designs, operating and
training manuals, customer lists, and other General Intangibles with respect to
the foregoing;


(c)           all reissues,
continuations, extensions, modifications and renewals of the foregoing;













(d)           all goodwill of
the business connected with the use of, and symbolized by, each Trademark and
any Trademark licensed under any Intellectual Property License; and


(e)           all products
and proceeds of the foregoing, including, without limitation, any claim by such
Grantor against third parties for past, present or future (i) infringement or
dilution of any Trademark or any Trademark licensed under any Intellectual
Property License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Intellectual Property License.


3.             SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and the
Security Interest created hereby secures the payment and performance of all the
Secured Obligations, whether now existing or arising hereafter. Without
limiting the generality of the foregoing, this Trademark Security Agreement
secures the payment of all amounts which constitute part of the Obligations and
would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank
Product Providers or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any
Grantor.


4.             SECURITY AGREEMENT. The security interests granted pursuant to
this Trademark Security Agreement are granted in conjunction with the security
interests granted to Agent, for the benefit of the Lender Group and the Bank
Product Providers, pursuant to the Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to
the security interest in the Trademark Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.


5.             AUTHORIZATION
TO SUPPLEMENT. If any Grantor
shall obtain rights to any new trademarks, the provisions of this Trademark
Security Agreement shall automatically apply thereto. Grantors shall give
prompt notice in writing to Agent with respect to any such new trademarks or
renewal or extension of any trademark registration.Without limiting Grantors’
obligations under this Section 4, Grantors hereby authorize Agent
unilaterally to modify this Agreement by amending Schedule I to include
any such new trademark rights of Grantors. Notwithstanding the foregoing, no
failure to so modify this Trademark Security Agreement or amend Schedule I
shall in any way affect, invalidate or detract from Agent’s continuing security
interest in all Collateral, whether or not listed on Schedule I.


6.             COUNTERPARTS. This Trademark Security Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original, but all such separate counterparts shall together constitute but one
and the same instrument. In proving this Trademark Security Agreement or any
other Loan Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom such enforcement is sought. Any signatures delivered by a party by
facsimile transmission or by e-mail transmission shall be deemed an original
signature hereto.


7.             CONSTRUCTION. Unless the context of this Trademark
Security Agreement or any other Loan Document clearly requires otherwise,
references to the plural include the singular, references to the singular
include the plural, the terms “includes” and “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,”
and similar terms in this Trademark Security Agreement or any other Loan
Document refer to this Trademark Security Agreement or such other Loan Document,
as the case may be, as a whole and not to any particular provision of this
Trademark Security Agreement or such other Loan Document, as the case may be. Section,
subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Trademark Security
Agreement or in any other Loan Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). Any
reference herein or in any other Loan Document to the satisfaction or repayment
in full of the Obligations shall 



 2
 









mean the repayment in full in cash (or cash
collateralization in accordance with the terms hereof) of all Obligations other
than unasserted contingent indemnification Obligations and other than any Bank
Product Obligations that, at such time, are allowed by the applicable Bank
Product Providers to remain outstanding and that are not required by the
provisions of the Credit Agreement to be repaid or cash collateralized. Any
reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein or in any
other Loan Document shall be satisfied by the transmission of a Record and any
Record so transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.


[signature
page follows]



 3














IN WITNESS WHEREOF, each Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above. 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED
  AND ACKNOWLEDGED BY:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS
  FARGO FOOTHILL, INC.,

  a California corporation,

  as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 
















SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT


Trademark Registrations/Applications




	
  Grantor

  	
   

  	
  Country

  	
   

  	
  Mark

  	
   

  	
  Application/
  Registration No.

  	
   

  	
  App/Reg
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Trade Names


Common Law Trademarks


Trademarks Not Currently In Use


Trademark Licenses



 1














EXHIBIT E


FORM OF ESCROW AGREEMENT


See
attached.
















TRADEMARK SECURITY AGREEMENT


This TRADEMARK
SECURITY AGREEMENT (this “Trademark Security Agreement”) is
made this 14th day of February, 2007, among Grantors listed on the signature
pages hereof (collectively, jointly and severally, “Grantors” and each
individually “Grantor”), and WELLS
FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group
and the Bank Product Providers (together with its successors and assigns in
such capacity, “Agent”).


W
I T N E S S E T H:


WHEREAS, pursuant to that certain Credit Agreement
dated February 14, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto or to
the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware corporation (“Parent”)
and each of Parent’s Subsidiaries signatory thereto (such Subsidiaries,
together with Parent, are referred to hereinafter each individually as a “Borrower”
and collectively, as “Borrowers”), the lenders from time to time party
thereto as “Lenders” (“Lenders”), and Agent, the Lender Group agreed to
make certain financial accommodations available to Borrowers from time to time
pursuant to the terms and conditions thereof;


WHEREAS, the members of the Lender Group are willing
to make the financial accommodations to Borrowers as provided for in the Credit
Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Agent, for the benefit of Lender Group and the Bank
Product Providers, that certain Security Agreement dated February 14, 2007
(including all annexes, exhibits or schedules thereto or to the Disclosure
Letter, as from time to time amended, restated, supplemented or otherwise
modified, the “Security Agreement”); and


WHEREAS, pursuant to the Security Agreement,
Grantors are required to execute and deliver to Agent, for the benefit of
Lender Group and the Bank Product Providers, this Trademark Security Agreement.


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Grantor hereby agrees as follows:


1.             DEFINED TERMS.  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Security Agreement and/or the Credit Agreement.


2.             GRANT OF SECURITY INTEREST IN TRADEMARK
COLLATERAL.  Subject to any limitation set forth in Section
2 of the Security Agreement, each Grantor hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing first
priority security interest in all of such Grantor’s right, title and interest
in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Trademark Collateral”):


(a)           all of its
Trademarks and Intellectual Property Licenses with respect to Trademarks to
which it is a party including those referred to on Schedule I hereto;


(b)           all goodwill,
trade secrets, proprietary or confidential information, technical information,
procedures, formulae, quality control standards, designs, operating and
training manuals, customer lists, and other General Intangibles with respect to
the foregoing;


(c)           all reissues,
continuations, extensions, modifications and renewals of the foregoing;


(d)           all goodwill of
the business connected with the use of, and symbolized by, each Trademark and
any Trademark licensed under any Intellectual Property License; and













(e)           all products
and proceeds of the foregoing, including, without limitation, any claim by such
Grantor against third parties for past, present or future (i) infringement or
dilution of any Trademark or any Trademark licensed under any Intellectual
Property License or (ii) injury to the goodwill associated with any Trademark
or any Trademark licensed under any Intellectual Property License.


3.             SECURITY FOR OBLIGATIONS.  This
Trademark Security Agreement and the Security Interest created hereby secures
the payment and performance of all the Secured Obligations, whether now
existing or arising hereafter.  Without
limiting the generality of the foregoing, this Trademark Security Agreement
secures the payment of all amounts which constitute part of the Obligations and
would be owed by Grantors, or any of them, to Agent, the Lender Group, the Bank
Product Providers or any of them, whether or not they are unenforceable or not
allowable due to the existence of an Insolvency Proceeding involving any
Grantor.


4.             SECURITY AGREEMENT.  The
security interests granted pursuant to this Trademark Security Agreement are
granted in conjunction with the security interests granted to Agent, for the
benefit of the Lender Group and the Bank Product Providers, pursuant to the
Security Agreement.  Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to
the security interest in the Trademark Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.


5.             AUTHORIZATION
TO SUPPLEMENT.  If any Grantor shall obtain rights to any new
trademarks, the provisions of this Trademark Security Agreement shall
automatically apply thereto. Grantors shall give prompt notice in writing to
Agent with respect to any such new trademarks or renewal or extension of any
trademark registration.   Without
limiting Grantors’ obligations under this Section 4, Grantors hereby
authorize Agent unilaterally to modify this Agreement by amending Schedule I
to include any such new trademark rights of Grantors.  Notwithstanding the foregoing, no failure to
so modify this Trademark Security Agreement or amend Schedule I shall in
any way affect, invalidate or detract from Agent’s continuing security interest
in all Collateral, whether or not listed on Schedule I.


6.             COUNTERPARTS.  This
Trademark Security Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.  In proving this Trademark Security Agreement
or any other Loan Document in any judicial proceedings, it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom such enforcement is sought.  Any signatures delivered by a party by
facsimile transmission or by e-mail transmission shall be deemed an original
signature hereto.


7.             CONSTRUCTION. 
Unless the context of this Trademark Security Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes”
and  “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Trademark Security Agreement or any other Loan Document refer to this Trademark
Security Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Trademark Security Agreement or
such other Loan Document, as the case may be. 
Section, subsection, clause, schedule, and exhibit references herein are
to this Agreement unless otherwise specified. 
Any reference in this Trademark Security Agreement or in any other Loan
Document to any agreement, instrument, or document shall include all
alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). 
Any reference herein or in any other Loan Document to the satisfaction
or repayment in full of the Obligations shall mean the repayment in full in
cash (or cash collateralization in accordance with the terms hereof) of all
Obligations other than unasserted contingent indemnification Obligations and
other than any Bank Product Obligations that, at such time, are allowed by the
applicable Bank Product Providers to remain outstanding and 



 2
 









that are not required by the provisions of the
Credit Agreement to be repaid or cash collateralized.  Any reference herein to any Person shall be
construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein
or in any other Loan Document shall be satisfied by the transmission of a
Record and any Record so transmitted shall constitute a representation and
warranty as to the accuracy and completeness of the information contained
therein.


[signature
page follows]



 3














IN WITNESS WHEREOF, each Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above. 


	
  

  	
   

  	
  ADVENT SOFTWARE, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer 

  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICROEDGE, INC.,

  
	
   

  	
   

  	
  a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer 

  and Secretary

  



 


	
  

  	
  ACCEPTED AND ACKNOWLEDGED BY:

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO FOOTHILL, INC., 

  a California corporation, 

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  /s/ Alexander E. Hechler

  
	
   

  	
  Alexander E. Hechler

  
	
   

  	
  Vice President

  



 


[Signature Page to Trademark Security
Agreement]











SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




Trademark Registrations/Applications


	
  Grantor

  	
   

  	
  Country

  	
   

  	
  Mark

  	
   

  	
  Application/

  Registration No.

  	
   

  	
  App/Reg Date

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT RULES 

  MANAGER 

  (Block Letters)

  	
   

  	
  App. No.: 78-914668

  	
   

  	
  App. Date: 06/22/06

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT

  ATTRIBUTION

  (Block Letters)

  	
   

  	
  App. No.: 78-914614

  	
   

  	
  App. Date: 06/22/06

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT SOFTWARE,

  INC.

  	
   

  	
  Reg. No.: 1,490,606

  	
   

  	
  Reg. Date: 05/31/88

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  NOW YOU CAN 

  TRADE YOUR WAY

  (Block Letters)

  	
   

  	
  App. No.: 78-480098

  	
   

  	
  App. Date: 09/08/04

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT APX

  	
   

  	
  App. No.: 78-763696

  	
   

  	
  App. Date: 11/30/05

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  PORTFOLIO

  EXCHANGE

  (Block Letters)

  	
   

  	
  Reg. No.: 3,107,811

  	
   

  	
  Reg. Date: 06/20/06

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT PACKAGER

  	
   

  	
  Reg. No.: 2,760,425

  	
   

  	
  Reg. Date: 09/02/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT

  CORPORATE

  ACTIONS

  	
   

  	
  Reg. No.: 2,808,069

  	
   

  	
  Reg. Date: 01/27/04

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  SMARTCLICK

  	
   

  	
  App. No.: 76-399010

  	
   

  	
  App. Date: 04/23/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADV ENT (and Design)

  	
   

  	
  Reg. No.: 2,793,737

  	
   

  	
  Reg. Date: 12/16/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MYADVENT

  	
   

  	
  Reg. No.: 2,675,622

  	
   

  	
  Reg. Date: 01/14/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  WEALTHLINE

  	
   

  	
  Reg. No.: 2,725,674

  	
   

  	
  Reg. Date: 06/10/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT

  	
   

  	
  Reg. No.: 2,760,872

  	
   

  	
  Reg. Date: 09/09/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  WEALTHLINE

  	
   

  	
  Reg. No.: 2,678,991

  	
   

  	
  Reg. Date: 01/21/03

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT 

  OUTSOURCE

  	
   

  	
  Reg. No.: 2,785,466

  	
   

  	
  Reg. Date: 11/25/03

  












 


	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT

  	
   

  	
  Reg. No.: 2,788,032

  	
   

  	
  Reg. Date: 12/02/03

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT INX

  	
   

  	
  Reg. No.: 2,591,241

  	
   

  	
  Reg. Date: 07/09/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT

  	
   

  	
  Reg. No.: 2,517,374

  	
   

  	
  Reg. Date: 12/11/01

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT TRUSTED 

  NETWORK (and 

  Design)

  	
   

  	
  Reg. No.: 2,521,299

  	
   

  	
  Reg. Date: 12/18/01

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT 

  TRUSTED NETWORK

  	
   

  	
  Reg. No.: 2,521,298

  	
   

  	
  Reg. Date: 12/18/01

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT BROWSER 

  REPORTING

  	
   

  	
  Reg. No.: 2,319,075

  	
   

  	
  Reg. Date: 02/15/00

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT 

  WAREHOUSE

  	
   

  	
  Reg. No.: 2,453,617

  	
   

  	
  Reg. Date: 05/22/01

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT OFFICE

  	
   

  	
  Reg. No.: 2,559,183

  	
   

  	
  Reg. Date: 04/09/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  REX

  	
   

  	
  Reg. No.: 2,696,900

  	
   

  	
  Reg. Date: 03/18/03

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  SECOND STREET 

  SECURITIES

  	
   

  	
  Reg. No.: 2,272,795

  	
   

  	
  Reg. Date: 08/24/99

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT PARTNER

  	
   

  	
  Reg. No.: 2,288,132

  	
   

  	
  Reg. Date: 10/19/99

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  QUBE

  	
   

  	
  Reg. No.: 2,082,035

  	
   

  	
  Reg. Date: 07/22/97

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MOXY

  	
   

  	
  Reg. No.: 1,989,016

  	
   

  	
  Reg. Date: 07/23/96

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  AXYS

  	
   

  	
  Reg. No.: 2,213,132

  	
   

  	
  Reg. Date: 12/22/98

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  GENEVA

  	
   

  	
  Reg. No.: 1,671,042

  	
   

  	
  Reg. Date: 01/07/92

  
	
  Advent Software,
  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ADVENT PORTFOLIO EXCHANGE

  	
   

  	
  Reg. No.: 3,051,748

  	
   

  	
  Reg. Date: 01/24/06

  
	
  Advent Technology, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  THE PROFESSIONAL PORTFOLIO

  	
   

  	
  Reg. No.: 1,347,405

  	
   

  	
  Reg. Date: 07/09/85

  
	
  Kinexus Corporation

  	
   

  	
  U.S.A.

  	
   

  	
  KINEXUS

  	
   

  	
  Reg. No.: 2,759,496

  	
   

  	
  Reg. Date: 09/02/03

  
	
  Kinexus
  Corporation

  	
   

  	
  U.S.A.

  	
   

  	
  KINEXUS

  	
   

  	
  Reg. No.: 2,747,922

  	
   

  	
  Reg. Date: 08/05/03

  
	
  Kinexus Corporation

  	
   

  	
  U.S.A.

  	
   

  	
  TOTAL WEALTH 

  INTELLIGENCE

  	
   

  	
  Reg. No.: 2,684,416

  	
   

  	
  Reg. Date: 02/04/03

  
	
  Techfi
  Corporation

  	
   

  	
  U.S.A.

  	
   

  	
  ADVISORMART

  	
   

  	
  Reg. No.: 2,417,605

  	
   

  	
  Reg. Date: 01/02/01

  












 


	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MICROEDGE 

  PORTICO 

  (Block Letters)

  	
   

  	
  App. No.: 78-721689

  	
   

  	
  App. Date: 09/27/05

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MICROEDGE

  	
   

  	
  Reg. No.: 2,816,535

  	
   

  	
  Reg. Date: 02/24/04

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MICROEDGE 

  (and Design)

  	
   

  	
  Reg. No.: 2,447,267

  	
   

  	
  Reg. Date: 05/01/01

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MICROEDGE 

  (and Design)

  	
   

  	
  Reg. No.: 2,511,315

  	
   

  	
  Reg. Date: 11/27/01

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  ESSENTIAL GIFTS

  	
   

  	
  Reg. No.: 2,812,793

  	
   

  	
  Reg. Date: 02/10/04

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  SOLUTIONS FOR 

  EFFECTIVE GIVING

  	
   

  	
  Reg. No.: 2,812,794

  	
   

  	
  Reg. Date: 02/10/04

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  GIFTS CONNECTIONS

  	
   

  	
  Reg. No.: 2,839,910

  	
   

  	
  Reg. Date: 05/11/04

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MYGIFTS

  	
   

  	
  Reg. No.: 2,824,873

  	
   

  	
  Reg. Date: 03/23/04

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  REVIEWERCONNECT

  	
   

  	
  Reg. No.: 2,952,691

  	
   

  	
  Reg. Date: 05/17/05

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  GIFTS

  	
   

  	
  Reg. No.: 2,073,723

  	
   

  	
  Reg. Date: 06/24/97

  
	
  MicroEdge, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  DONORCENTRAL

  	
   

  	
  Reg. No.: 2,949,070

  	
   

  	
  Reg. Date: 05/10/05

  
	
  The Witan Group,
  

  Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  TOTAL WEALTH 

  INTELLIGENCE

  	
   

  	
  Reg. No.: 2,732,785

  	
   

  	
  Reg. Date: 07/01/03

  



 















COPYRIGHT SECURITY AGREEMENT


This COPYRIGHT
SECURITY AGREEMENT (this “Copyright Security Agreement”) is
made this 14th day of February, 2007, among Grantors listed on the signature
pages hereof ( collectively, jointly and severally, “Grantors” and each
individually “Grantor”), and WELLS
FARGO FOOTHILL, INC., in its capacity as Agent for the Lender Group
and the Bank Product Providers (together with its successors and assigns in
such capacity, “Agent”).


W  I  T  N  E  S
S  E  T  H:


WHEREAS, pursuant to that certain Credit Agreement
dated February 14, 2007 (as amended, restated, supplemented or otherwise
modified from time to time, including all exhibits and schedules thereto or to
the Disclosure Letter, the “Credit Agreement”) among ADVENT SOFTWARE, INC., a Delaware corporation
(“Parent”) and each of Parent’s Subsidiaries signatory thereto (such
Subsidiaries, together with Parent, are referred to hereinafter each
individually as a “Borrower” and collectively, as “Borrowers”),
the lenders from time to time party thereto as “Lenders” (“Lenders”),
and Agent, the Lender Group agreed to make certain financial accommodations
available to Borrowers from time to time pursuant to the terms and conditions
thereof;


WHEREAS, the members of the Lender Group are willing
to make the financial accommodations to Borrowers as provided for in the Credit
Agreement, but only upon the condition, among others, that Grantors shall have
executed and delivered to Agent, for the benefit of the Lender Group and the
Bank Product Providers, that certain Security Agreement, dated February 14,
2007 (including all annexes, exhibits or schedules thereto or to the Disclosure
Letter, as from time to time amended, restated, supplemented or otherwise
modified, the “Security Agreement”); and


WHEREAS, pursuant to the Security Agreement,
Grantors are required to execute and deliver to Agent, for the benefit of the
Lender Group and the Bank Product Providers, this Copyright Security Agreement.


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantors hereby agree as follows:


1.             DEFINED TERMS.  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Security Agreement and/or the Credit Agreement.


2.             GRANT OF SECURITY INTEREST IN COPYRIGHT
COLLATERAL.  Subject to any limitations set forth in Section
2 of the Security Agreement, each Grantor hereby grants to Agent, for the
benefit of the Lender Group and the Bank Product Providers, a continuing first
priority security interest in all of such Grantor’s right, title and interest
in, to and under the following, whether presently existing or hereafter created
or acquired (collectively, the “Copyright Collateral”):


(a)           all of such
Grantor’s Copyrights and Intellectual Property Licenses with respect to
Copyrights to which it is a party including those referred to on Schedule I
hereto;


(b)           all
restorations, reversions, renewals, reissues, continuations or extensions of
the foregoing; and


(c)           all products
and proceeds of the foregoing, including, without limitation, any claim by such
Grantor against third parties for past, present or future infringement or
dilution of any Copyright or any Copyright licensed under any Intellectual
Property License.


3.             SECURITY FOR OBLIGATIONS.  This
Copyright Security Agreement and the Security Interest created hereby secures
the payment and performance of all the Secured Obligations, whether now 











existing or arising hereafter.  Without limiting the generality of the
foregoing, this Copyright Security Agreement secures the payment of all amounts
which constitute part of the Obligations and would be owed by Grantors, or any
of them, to Agent, the Lender Group, the Bank Product Providers or any of them,
whether or not they are unenforceable or not allowable due to the existence of
an Insolvency Proceeding involving any Grantor.


4.             SECURITY AGREEMENT.  The
security interests granted pursuant to this Copyright Security Agreement are
granted in conjunction with the security interests granted to Agent, for the
benefit of the Lender Group and the Bank Product Providers, pursuant to the
Security Agreement.  Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to
the security interest in the Copyright Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth herein.


5.             AUTHORIZATION
TO SUPPLEMENT.  Grantors shall give Agent notice in writing of
any additional United States copyright registrations or applications therefor
after the date hereof pursuant to the terms of the Security Agreement.  Grantors hereby authorize Agent unilaterally
to modify this Agreement by amending Schedule I to include any future
United States registered copyrights or applications therefor of Grantors.  Notwithstanding the foregoing, no failure to
so modify this Copyright Security Agreement or amend Schedule I shall in
any way affect, invalidate or detract from Agent’s continuing security interest
in all Collateral, whether or not listed on Schedule I.


6.             COUNTERPARTS.  This
Copyright Security Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.  In proving this Copyright Security Agreement
or any other Loan Document in any judicial proceedings, it shall not be
necessary to produce or account for more than one such counterpart signed by
the party against whom such enforcement is sought.  Any signatures delivered by a party by
facsimile transmission or by e-mail transmission shall be deemed an original
signature hereto.


7.             CONSTRUCTION. 
Unless the context of this Copyright Security Agreement or any other
Loan Document clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the terms “includes”
and  “including” are not limiting, and
the term “or” has, except where otherwise indicated, the inclusive meaning
represented by the phrase “and/or.”  The
words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Copyright Security Agreement or any other Loan Document refer to this Copyright
Security Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Copyright Security Agreement or
such other Loan Document, as the case may be. 
Section, subsection, clause, schedule, and exhibit references herein are
to this Copyright Security Agreement unless otherwise specified.  Any reference in this Copyright Security
Agreement or in any other Loan Document to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on
such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other Loan
Document to the satisfaction or repayment in full of the Obligations shall mean
the repayment in full in cash (or cash collateralization in accordance with the
terms hereof) of all Obligations other than unasserted contingent
indemnification Obligations and other than any Bank Product Obligations that,
at such time, are allowed by the applicable Bank Product Providers to remain
outstanding and that are not required by the provisions of the Credit Agreement
to be repaid or cash collateralized.  Any
reference herein to any Person shall be construed to include such Person’s
successors and assigns.  Any requirement
of a writing contained herein or in any other Loan Document shall be satisfied
by the transmission of a Record and any Record so transmitted shall constitute
a representation and warranty as to the accuracy and completeness of the
information contained therein.


[SIGNATURE PAGE FOLLOWS]











IN WITNESS WHEREOF, each Grantor has caused this Copyright Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above. 


	
  

  	
   

  	
  ADVENT SOFTWARE, INC.,

  	
   

  	
   

  
	
   

  	
   

  	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/ Graham V. Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Graham V. Smith

  	
   

  	
   

  
	
   

  	
   

  	
  Executive Vice President, Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCEPTED AND ACKNOWLEDGED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO FOOTHILL, INC., 

  a California corporation, 

  as Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/ Alexander E. Hechler

  	
   

  	
   

  
	
   

  	
   

  	
  Alexander E. Hechler

  	
   

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  	
   

  



 


[Signature Page
to Copyright Security Agreement]











SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT


Copyright Registrations


	
  Grantor

  	
   

  	
  Country

  	
   

  	
  Copyright

  	
   

  	
  Registration No.

  	
   

  	
  Registration Date

  
	
  NPO Solutions, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Foundation 

  Information and 

  Management 

  System (FIMS)

  	
   

  	
  TX3-783/247

  	
   

  	
  03/22/94

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Browser 

  Reporting for 

  Enterprise Users: 

  release 1.3.1

  	
   

  	
  TX5-563-645

  	
   

  	
  06/27/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Browser 

  Reporting for 

  Enterprise Users: 

  release 1.3.0

  	
   

  	
  TX5-563-820

  	
   

  	
  06/27/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Browser 

  Reporting for 

  Enterprise Users: 

  release 1.0.0

  	
   

  	
  TX5-563-820

  	
   

  	
  06/27/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Browser 

  Reporting for 

  Enterprise Users: 

  release 1.2.0

  	
   

  	
  TX5-604-135

  	
   

  	
  06/27/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Browser 

  Reporting for 

  Enterprise Users

  	
   

  	
  TX5-606-675

  	
   

  	
  06/27/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent INX: 

  release 1.1.0

  	
   

  	
  TX5-565-700

  	
   

  	
  06/28/02

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Partner

  	
   

  	
  TX5-321-420

  	
   

  	
  06/21/01

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Portfolio 

  Management, 

  Accounting and 

  Reporting Office: 

  using Axys Report 

  Writer Pro

  	
   

  	
  TX5-717-352

  	
   

  	
  11/20/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Partner: 

  release 3.3.0

  	
   

  	
  TX5-788-694

  	
   

  	
  12/03/2002

  












 


	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Partner: 

  release 3.4.0

  	
   

  	
  TX5-807-691

  	
   

  	
  07/23/2003

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Warehouse 

  1.2.0

  	
   

  	
  TX5-572-768

  	
   

  	
  06/27/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Advent Warehouse 

  1.1.0

  	
   

  	
  TX5-604-458

  	
   

  	
  06/27/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  APVer.h

  	
   

  	
  TX5-793-902

  	
   

  	
  08/13/2003

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  AXYS

  	
   

  	
  TX4-988-896

  	
   

  	
  12/14/1999

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  AXYSv123.doc

  	
   

  	
  TX4-988-902

  	
   

  	
  01/06/2000

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Dataport: 

  release3.5.1

  	
   

  	
  TX5-759-450

  	
   

  	
  11/20/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Electronic Routing

  	
   

  	
  TX5-447-090

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  File axysver.h

  	
   

  	
  TX5-786-059

  	
   

  	
  09/18/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Geneva: release 

  5.11

  	
   

  	
  TX5-827-899

  	
   

  	
  06/12/2003

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Geneva 4.1.0 

  source code

  	
   

  	
  TX5-724-239

  	
   

  	
  10/15/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Managing & 

  Trading with Moxy

  	
   

  	
  TX5-446-747

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Migrating to Moxy: 

  release 3.6.5

  	
   

  	
  TX5-446-746

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Moxy: release 3.0.0

  	
   

  	
  TX5-460-004

  	
   

  	
  11/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Moxy: release 4

  	
   

  	
  TX5-835-965

  	
   

  	
  12/03/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Moxy 3.6.5 release 

  notes

  	
   

  	
  TX5-447-089

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Moxy 360

  	
   

  	
  TX5-447-077

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  MyAdvent: release 

  1.1.0

  	
   

  	
  TX5-875-759

  	
   

  	
  10/25/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  QUBE: release 

  3.6.0

  	
   

  	
  TX5-664-140

  	
   

  	
  10/25/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  QUBE: release 3

  	
   

  	
  TX5-783-225

  	
   

  	
  06/12/2003

  












 


	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Report Writer: 

  release 3.5.1

  	
   

  	
  TX5-669-780

  	
   

  	
  11/20/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  REX 352

  	
   

  	
  TX5-640-942

  	
   

  	
  10/30/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  REX 351, version 

  H686

  	
   

  	
  TX5-731-515

  	
   

  	
  02/28/2003

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Setting up and 

  maintaining Moxy

  	
   

  	
  TX5-446-745

  	
   

  	
  10/16/2001

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Using 

  DataExchange and 

  Dataport: Custodial 

  Marketplace at 

  Your Fingertips

  	
   

  	
  TX5-784-322

  	
   

  	
  12/03/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Wealthline: release 

  1.3.0

  	
   

  	
  TX5-747-012

  	
   

  	
  10/11/2002

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  Web-based Wealth 

  Management 

  Communication: 

  using Wealthline

  	
   

  	
  TX5-894-808

  	
   

  	
  08/28/2003

  
	
  Advent Software, Inc.

  	
   

  	
  U.S.A.

  	
   

  	
  The Professional 

  Portfolio

  	
   

  	
  TX1-335-523

  	
   

  	
  02/27/1984

  



 


 















INTERCOMPANY SUBORDINATION
AGREEMENT


THIS
INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of February 14, 2007, is made
among the persons signatory hereto as Creditors (each a “Creditor” and
collectively, the “Creditors”), and WELLS
FARGO FOOTHILL, INC., a California corporation, as Agent (in such
capacity, “Agent”) for the Lenders (as defined below).


WHEREAS, the Obligors (as defined below), the
financial institutions signatory thereto (the “Lenders”) and Agent are
parties to that certain Credit Agreement, dated as of even date herewith (as
amended, modified, renewed, extended, or replaced from time to time, the “Credit
Agreement”), pursuant to which the Lenders have agreed to make certain
financial accommodations to the Obligors;


WHEREAS, the Creditors are affiliates of the
Obligors;


WHEREAS, each Creditor has made or may make
certain loans or advances from time to time to one or more Obligors;


WHEREAS, in order to induce Agent and the
Lenders to enter into the Credit Agreement, each Creditor has agreed to the
subordination of such indebtedness of the Obligors to such Creditor, upon the
terms and subject to the conditions set forth in this Agreement.


NOW, THEREFORE, in consideration of the
mutual promises, covenants, conditions, representations, and warranties set
forth herein and for other good and valuable consideration, the parties hereto
agree as follows:


SECTION
1.           Definitions; Interpretation.


(a)           Terms Defined in Credit Agreement.  All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the meanings assigned to them in the Credit Agreement.


(b)           Certain Defined Terms.  As
used in this Agreement, the following terms shall have the following meanings:


“Agent” has the meaning set forth in
the preamble to this Agreement.


“Agreement” has the meaning set forth
in the preamble to this Agreement.


“Creditors” has the meaning set forth
in the preamble to this Agreement.


“Credit Agreement” has the meaning set
forth in the recitals to this Agreement.


“Discharge of Senior Debt” means
payment and satisfaction in full in cash of any and all Senior Debt (as defined
below) which may be now or hereafter owing to any member of the Lender Group
and/or the Bank Product Providers by any Obligor, including, with respect to
amounts available to be drawn under outstanding letters of credit issued under
the Credit Agreement or any other Loan Document (or indemnities issued pursuant
thereto in respect of outstanding letters of credit), delivery of cash to be
held as collateral for such letters of credit or backstop letters of credit in respect thereof in compliance with the
terms of the Credit Agreement, in each case, after or concurrently with the
termination of the Credit Agreement and the termination of all obligations and
commitments to make loans, advances or otherwise extend credit thereunder.


“Insolvency Event” has the meaning set
forth in Section 3.











“Lenders” has the meaning set forth in
the recitals to this Agreement.


“Obligors” means, collectively, all
present and future Borrowers and Guarantors.


“Senior Debt” means the Obligations
(as defined in the Credit Agreement) and other indebtedness and liabilities of
the Obligors to Agent, the Lender Group and/or the Bank Product Providers under
or in connection with the Credit Agreement and the other Loan Documents,
including all unpaid principal of the Advances, all interest accrued thereon
(including all interest that, but for the provisions of the Bankruptcy Code,
would have accrued), all fees due under the Credit Agreement and the other Loan
Documents (including all fees that, but for the provisions of the Bankruptcy
Code, would have accrued), and all other amounts payable by the Obligors to
Agent the Lender Group and/or the Bank Product Providers thereunder or in
connection therewith, whether now existing or hereafter arising, and whether
due or to become due, absolute or contingent, liquidated or unliquidated,
determined or undetermined.


“Subordinated Debt” means, with
respect to each Creditor, all indebtedness, liabilities, and other obligations
of any Obligor owing to such Creditor, whether now existing or hereafter
arising, and whether due or to become due, absolute or contingent, liquidated
or unliquidated, determined or undetermined, including all fees and all other
amounts payable by any Obligor to such Creditor under or in connection with any
documents or instruments related thereto.


“Subordinated Debt Payment” means any
payment or distribution by or on behalf of the Obligors, directly or
indirectly, of assets of the Obligors of any kind or character, whether in
cash, property, or securities for or on account of the Subordinated Debt,
including on account of the purchase, redemption, or other acquisition of
Subordinated Debt, as a result of a collection, sale, or other disposition of
collateral, or by setoff, exchange, or in any other manner.


(c)           Interpretation. 
Unless the context of this Agreement clearly requires otherwise,
references to the plural include the singular, references to the singular
include the plural, the term “including” is not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the
phrase “and/or.”  The words “hereof,” “herein,”
“hereby,” “hereunder,” and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this
Agreement.  Section, subsection, clause,
schedule, and exhibit references are to this Agreement unless otherwise
specified.  References to agreements and
other contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto. 
References to statutes or regulations are to be construed as including
all statutory and regulatory provisions consolidating, amending, or replacing
the statute or regulation referred to. 
The captions and headings are for convenience of reference only and
shall not affect the construction of this Agreement.


SECTION 2.           Subordination to Payment of Senior Debt.  As
to each Creditor, all payments on account of the Subordinated Debt shall be
subject, subordinate, and junior, in right of payment and exercise of remedies,
to the extent and in the manner set forth herein, to the prior Discharge of
Senior Debt.


SECTION 3.           Subordination Upon Any Distribution of Assets
of the Obligors.  As to each Creditor, in the event of any
payment or distribution of assets of any Obligor of any kind or character,
whether in cash, property, or securities, upon the dissolution, winding up, or
total or partial liquidation or reorganization, readjustment, arrangement, or
similar proceeding relating to any Obligor or its property, whether voluntary
or involuntary, or in bankruptcy, insolvency, receivership, arrangement, or
similar proceedings or upon an assignment for the benefit of creditors, or upon
any other marshaling or composition of the assets and liabilities of any
Obligor, or otherwise (such events, collectively, the “Insolvency Events”):  (i) the Discharge of Senior Debt must
have occurred before any Subordinated Debt Payment is made; and (ii) to
the extent permitted by applicable law, any Subordinated Debt Payment to which
such Creditor would be entitled except for the provisions hereof, shall be paid
or delivered by the trustee in bankruptcy, receiver, assignee for the benefit
of creditors, or other liquidating agent making such payment or distribution
directly to 











Agent for application to the
payment of the Senior Debt in accordance with clause (i), after giving effect
to any concurrent payment or distribution or provision therefor to Agent or any
Lender in respect of such Senior Debt.


SECTION
4.           Payments on Subordinated Debt.


(a)           Permitted Payments.  So
long as no Event of Default would occur or has occurred and is continuing, each
Obligor may make, and each Creditor shall be entitled to accept and receive,
payments on account of the Subordinated Debt in the ordinary course of
business.


(b)           No Payment Upon Senior Debt Defaults.  Upon
the occurrence of any Event of Default, and until such Event of Default is
cured or waived in accordance with the terms of the Credit Agreement, each
Obligor shall not make, and each Creditor shall not accept or receive, any
Subordinated Debt Payment; provided, however, notwithstanding the
foregoing, (i) any Creditor that is not a Borrower may pay to a Borrower, and
such Borrower may accept and receive, payments on account of any Subordinated
Debt owed to such Borrower so long as such payments are remitted to a Cash
Management Account and (ii) any Creditor that is not a Borrower or a Guarantor
may pay to a Guarantor, and such Guarantor may accept and receive, payments on
a account of any Subordinated Debt owed to such Guarantor so long as such
payments are remitted to a Cash Management Account.


SECTION 5.           Subordination of Remedies. 
Until the Discharge of Senior Debt, following the occurrence of any
Event of Default and until such Event of Default is cured or waived, each
Creditor shall not, without the prior written consent of Agent:


(a)           accelerate, make demand, or otherwise make due and payable prior to the
original due date thereof any Subordinated Debt or bring suit or institute any
other actions or proceedings to enforce its rights or interests in respect of
the obligations of any Obligor owing to such Creditor;


(b)           exercise any rights under or with respect to guaranties of the
Subordinated Debt, if any;


(c)           exercise any rights to set-offs and counterclaims in respect of any
indebtedness, liabilities, or obligations of any Obligor to such Creditor
against any of the Subordinated Debt; or


(d)           commence, or cause to be commenced, or join with any creditor other
than Agent and the Lenders in commencing, any bankruptcy, insolvency, or
receivership proceeding against the any Obligor.


SECTION 6.           Payment Over to Agent.  In
the event that, notwithstanding the provisions of Section 3, Section
4, and Section 5, any Subordinated Debt Payments shall be received
in contravention of Section 3, Section 4, or Section 5 by
any Creditor before the Discharge of Senior Debt has occurred, such
Subordinated Debt Payments shall be held in trust for the benefit of Agent, the
Lender Group and the Bank Product Providers and shall be paid over or delivered
to Agent for application to the payment, in full, in cash or cash equivalents
of all Senior Debt remaining unpaid to the extent necessary to give effect to Section
3, Section 4, and Section 5, after giving effect to any
concurrent payments or distributions to Agent or any Lender in respect of the
Senior Debt.


SECTION 7.           Insolvency.


(a)           Authorization to Agent.  If,
while any Subordinated Debt is outstanding, any Insolvency Event shall occur
and be continuing with respect to any Obligor or its property:  (i) Agent hereby is irrevocably
authorized and empowered (in the name of each Creditor or otherwise), but shall
have no 











obligation, to demand, sue
for, collect, and receive every payment or distribution in respect of the
Subordinated Debt and give acquittance therefor and to file claims and proofs
of claim and take such other action (including voting the Subordinated Debt) as
it may deem necessary or advisable for the exercise or enforcement of any of
the rights or interests of Agent or any Lender; and (ii) each Creditor
shall promptly take such action as Agent reasonably may request (A) to
collect the Subordinated Debt for the account of Agent and the Lenders and to
file appropriate claims or proofs of claim in respect of the Subordinated Debt,
(B) to execute and deliver to Agent such powers of attorney, assignments,
and other instruments as it may request to enable it to enforce any and all
claims with respect to the Subordinated Debt, and (C) to collect and
receive any and all Subordinated Debt Payments.


(b)           Rights in Insolvency Events.


(i)            Each of the Creditors
hereby authorizes and empowers the Agent, for the benefit of the Lender Group
and the Bank Product Providers, in any Insolvency Event to file a proof of
claim on behalf of such Creditor with respect to the Subordinated Debt (A) if
such Creditor fails to file such proof of claim prior to thirty (30) days
before the expiration of the time period during which such claims must be
submitted, or (B) if the Agent, in its Permitted Discretion, believes that any
statements or assertions in a proof of claim filed by such Creditor are not
consistent with the terms and conditions hereof; provided, however,
that any failure of the Agent to file such proof of claim shall not be deemed
to be a waiver by the Agent of any of the rights and benefits granted herein by
such Creditor.  Each Creditor shall
provide the Agent with a copy of any proof of claim filed by such Creditor in
any Insolvency Event.


(ii)           Each Creditor hereby irrevocably grants the Agent
the sole and exclusive authority and power in any Insolvency Event, unless and
until this Subordination Agreement is terminated in accordance with its terms:
(A) to accept and receive any payment or distribution which may be payable or
deliverable at any time upon or in respect of the Subordinated Debt; and (B) to
take such other action as may be necessary or advisable to effectuate the
foregoing.  Each Creditor shall provide
to the Agent all information and documents necessary to present claims or seek
enforcement as described in the immediately preceding sentence.


(iii)          Each of the Creditors hereby agrees that, while
it shall retain the right to vote its claims and, except as otherwise provided
in this Agreement, otherwise act in any Insolvency Event relative to any
Obligor (including, without limitation, the right to vote to accept or reject
any plan of partial or complete liquidation, reorganization, arrangement,
composition, or extension), such Creditor shall not: (A) take any action or
vote in any way so as to directly or indirectly challenge or contest (1) the
validity or the enforceability of the Credit Agreement, the other Loan
Documents, or the liens and security interests granted to Agent with respect to
the Senior Debt, (2) the rights and duties of Agent, the Lender Group or Bank
Product Providers established in the Credit Agreement or any other Loan
Documents, or (3) the validity or enforceability of this Agreement; (B) seek,
or acquiesce in any request, to dismiss any Insolvency Event or to convert an
Insolvency Event under chapter 11 of the Bankruptcy Code to a case under
chapter 7 of the Bankruptcy Code; (C) seek, or acquiesce in any request for,
the appointment of a trustee or examiner with expanded powers for any Obligor;
(D) propose, vote in favor of or otherwise approve a plan of reorganization,
arrangement or liquidation, or file any motion or pleading in support of any
plan of reorganization, arrangement or liquidation, unless it provides for the
Discharge of Senior Debt or unless Agent has approved of the treatment of its
claims with respect to the Senior Debt under such plan; (E) object to the
treatment under a plan of reorganization or arrangement of Agent’s claims with
respect to the Senior Debt; (F) seek relief from the automatic stay of Section
362 of the Bankruptcy Code or any other stay in any Insolvency Event in respect
of any portion of the Collateral; or (G) directly or indirectly oppose any
relief requested or supported by Agent, on behalf of the Lender Group and Bank
Product Providers, including any sale or other disposition of property free and
clear of the liens and security interests of any Creditor under Section 363(f)
of Title 11 of the United States Code or any other similar provision of
applicable law.











SECTION 8.           Certain Agreements of Each
Creditor.


(a)           No Benefits.  Each Creditor understands that
there may be various agreements between Agent, the Lenders and the Obligors
evidencing and governing the Senior Debt, and each Creditor acknowledges and
agrees that such agreements are not intended to confer any benefits on such
Creditor and that neither Agent nor any Lender shall have any obligation to
such Creditor or any other Person to exercise any rights, enforce any remedies,
or take any actions which may be available to them under such agreements.


(b)           No Interference.  Each
Creditor acknowledges that each Obligor has granted to Agent, for the benefit
of the Lender Group and Bank Product Providers security interests in all of
such Obligor’s assets, and agrees not to interfere with or in any manner oppose
a disposition of any Collateral by Agent in accordance with applicable law.


(c)           Reliance by Agent and the Lenders.  Each
Creditor acknowledges and agrees that Agent and the Lenders will have relied
upon and will continue to rely upon the subordination provisions provided for
herein and the other provisions hereof in entering into the Loan Documents and
making or issuing the Advances, the Letters of Credit, and the other financial
accommodations thereunder.


(d)           Waivers.  Except as provided under the
Credit Agreement, each Creditor hereby waives any and all notice of the
incurrence of the Senior Debt or any part thereof and any right to require marshaling
of assets.


(e)           Rights of Agent and Lenders Not Affected.  Each
Creditor hereby agrees that at any time and from time to time, without notice
to or the consent of such Creditor, without incurring responsibility to such
Creditor, and without impairing or releasing the subordination provided for
herein or otherwise impairing the rights of Agent or any Lender hereunder,
(i) the time for any Obligor’s performance of or compliance with any of
its agreements contained in the Loan Documents may be extended or such
performance or compliance may be waived by Agent (in accordance with the Loan
Documents); (ii) the agreements of any Obligor with respect to the Loan
Documents may from time to time be modified by such Obligor, Agent and the
Lenders (in accordance with the Loan Documents) for the purpose of adding any
requirements thereto or changing in any manner the rights and obligations of
such Obligor, Agent or the Lenders thereunder; (iii) the manner, place, or
terms for payment of Senior Debt or any portion thereof may be altered or the
terms for payment extended, or the Senior Debt may be renewed in whole or in
part; (iv) the maturity of the Senior Debt may be accelerated in
accordance with the terms of any present or future agreement by any Obligor, Agent
and the Lenders (in accordance with the Loan Documents); (v) any
Collateral may be sold, exchanged, released, or substituted and any Lien in
favor of Agent or any Lender may be terminated, subordinated, or fail to be
perfected or become unperfected; (vi) any Person liable in any manner for
Senior Debt may be discharged, released, or substituted; and (vii) all
other rights against the Obligors, any other Person, or with respect to any
Collateral may be exercised (or Agent or any Lender may waive or refrain from
exercising such rights in accordance with the Loan Documents).


(f)            Rights of Agent and the Lenders Not to Be
Impaired.  No right of Agent or any Lender to enforce
the subordination provided for herein or to exercise its other rights hereunder
shall at any time in any way be prejudiced or impaired by any act or failure to
act by any Creditor, Obligor, Agent or any Lender hereunder or under or in
connection with the other Loan Documents or by any noncompliance by any
Creditor or Obligor with the terms and provisions and covenants herein or in
any other Loan Document, regardless of any knowledge thereof Agent or any
Lender may have or otherwise be charged with.


(g)           Financial Condition of the Obligors. 
Except as provided under the Credit Agreement, no Creditor shall have
any right to require Agent or any Lender to obtain or disclose any information
with respect to:  (i) the financial
condition or character of any Obligor or the ability of the Obligors to pay and
perform Senior Debt; (ii) the Senior Debt; (iii) the Collateral or
other security for any or 











all of the Senior Debt;
(iv) the existence or nonexistence of any guarantees of, or any other
subordination agreements with respect to, all or any part of the Senior Debt;
(v) any action or inaction on the part of Agent, any Lender or any other
Person; or (vi) any other matter, fact, or occurrence whatsoever.


(h)           Acquisition of Liens or Guaranties.  No
Creditor shall, without the prior written consent of Agent, acquire any right
or interest in or to any Collateral not owned by such Creditor or accept any
guaranties for the Subordinated Debt.


(i)            Release of Liens.  In
the event of any private or public sale or other disposition of all or any
portion of the Collateral by or with the consent of the Agent, or as otherwise
permitted by the Credit Agreement, at any time prior to the date upon which the
Discharge of Senior Debt shall have
occurred, each Creditor agrees that such sale or disposition will be
free and clear of the liens and security interests securing the Subordinated
Debt (if any) of such Creditor and, if the sale or other disposition includes
Stock in any Obligor, such Creditor agrees to release the entities whose Stock
is sold from all Subordinated Debt so long as the Agent also releases the
entities whose Stock is sold or disposed of from all Senior Debt.  In furtherance thereof, each Creditor agrees
that (i) the Agent is authorized to file any and all UCC lien releases and/or
terminations of the liens and security interests held by such Creditor in connection
with such a sale or other disposition, and (ii) it will execute any and all
lien and security interest releases or other documents reasonably requested by
the Agent in connection therewith.


(j)            Modifications of
Subordinated Debt Documents.  Except as
otherwise expressly permitted under the Credit Agreement or any other
applicable Loan Document, none of the documents, agreements or instruments
governing or related to the Subordinated Debt shall be amended or otherwise
modified without obtaining the prior written consent of the Agent, (unless
otherwise permitted under the Credit Agreement), so as to provide for (i) any
increase in the rate of interest charged thereunder as in effect on the date
hereof, (ii) any increase in the principal amount or any installment due
thereunder, (iii) any reduction of the maturity date of any payment of
principal or interest, (iv) the granting or obtaining of any collateral
security or obtaining any lien on any collateral or (v) any other amendment or
modification which would have a material adverse effect on the operations of
any Obligor which is obligated thereunder, the Agent’s security interests in
the Collateral or the claims of the Agent, Lender Group or Bank Product
Providers.


SECTION
9.           Subrogation, etc.


(a)           Subrogation.  Each Creditor hereby waives
any and all rights that it may acquire by way of subrogation under this
Agreement, by any payment or distribution to Agent or any Lender hereunder or
otherwise.


(b)           Payments Over to the Creditors.  If
any payment or distribution to which any Creditor would otherwise have been
entitled but for the provisions of Section 3, Section 4, or Section
5 shall have been applied pursuant to the provisions of Section 3, Section
4, or Section 5 to the payment of all amounts payable under the
Senior Debt, such Creditor shall be entitled to receive from Agent or any
Lender, as the case may be, any payments or distributions received by such
Person in excess of the amount sufficient to cause the Discharge of Senior
Debt.  If any such excess payment is made
to Agent or any Lender, such Person shall promptly remit such excess to such
Creditor and until so remitted shall hold such excess payment for the benefit
of such Creditor.


SECTION
10.         Continuing Agreement; Reinstatement.


(a)           Continuing Agreement.  This
Agreement is a continuing agreement of subordination and shall continue in
effect and be binding upon each Creditor until the Discharge of Senior Debt has
occurred.  The subordinations,
agreements, and priorities set forth herein shall remain in full force and
effect regardless 











of whether any party hereto
in the future seeks to rescind, amend, terminate, or reform, by litigation or
otherwise, its respective agreements with any Obligor.


(b)           Reinstatement.  This
Agreement shall continue to be effective or shall be reinstated, as the case
may be, if, for any reason, any payment of the Senior Debt by or on behalf of
any Obligor shall be rescinded or must otherwise be restored by Agent or any
Lender, whether as a result of an Insolvency Event or otherwise.


SECTION 11.         Transfer of Subordinated Debt.  No
Creditor may assign or transfer its rights and obligations in respect of the
Subordinated Debt without the prior written consent of Agent, and any such
transferee or assignee, as a condition to acquiring an interest in the
Subordinated Debt shall agree to be bound hereby, in form satisfactory to
Agent.


SECTION 12.         Obligations of the Obligors Not Affected.  The
provisions of this Agreement are intended solely for the purpose of defining
the relative rights of each Creditor against the Obligors, on the one hand, and
of Agent and the Lenders against the Obligors, on the other hand.  Nothing contained in this Agreement shall
(i) impair, as between any Creditor and any Obligor, the obligation of any
Obligor to pay its obligations with respect to the Subordinated Debt as and
when the same shall become due and payable, or (ii) otherwise affect the
relative rights of any of the creditors (other than Agent and the Lenders) of
the Obligors against any Creditor.


SECTION
13.         Endorsement of Creditor Documents; Further
Assurances and Additional Acts.


(a)           Endorsement of Creditor Documents.  At
the request of Agent, all documents and instruments evidencing any of the
Subordinated Debt, if any, shall be endorsed with a legend noting that such
documents and instruments are subject to this Agreement, and each Creditor
shall promptly deliver to Agent evidence of the same.


(b)           Further Assurances and Additional Acts.  Each
Creditor shall execute, acknowledge, deliver, file, notarize, and register at
its own expense all such further agreements, instruments, certificates,
financing statements, documents, and assurances, and perform such acts as Agent
reasonably shall deem necessary or appropriate to effectuate the purposes of this
Agreement, and promptly provide Agent with evidence of the foregoing reasonably
satisfactory in form and substance to Agent.


SECTION 14.         Notices.  All notices and other
communications provided for hereunder shall, unless otherwise stated herein, be
in writing (including by facsimile transmission) and shall be mailed, sent, or
delivered in accordance with the notice provisions contained in the Credit
Agreement.


SECTION 15.         No Waiver; Cumulative Remedies.  No
failure on the part of Agent or any Lender to exercise, and no delay in
exercising, any right, remedy, power, or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
remedy, power, or privilege preclude any other or further exercise thereof or
the exercise of any other right, remedy, power, or privilege.  The rights and remedies under this Agreement
are cumulative and not exclusive of any rights, remedies, powers, and
privileges that may otherwise be available to Agent or any Lender.


SECTION
16.         Costs and Expenses.  Each
of the Creditors, jointly and severally, agrees to pay to Agent and the Lenders
on demand the reasonable out-of-pocket costs and expenses of such Person, and
the reasonable fees and disbursements of counsel to such Person, in connection
with the negotiation, preparation, execution, delivery, and administration of
this Agreement, and any amendments, modifications, or waivers of the terms
thereof.  Each of the Creditors, jointly
and severally, agrees to pay to Agent and the Lenders, on demand, all costs and
expenses of such Person, and the fees and disbursements of counsel to such 











Person, in connection with the enforcement or attempted enforcement of,
and preservation of rights or interests under, this Agreement, including any losses,
costs and expenses sustained by such Person as a result of any failure by any
Creditor to perform or observe its obligations contained in this Agreement.


SECTION 17.         Survival.  All covenants, agreements,
representations and warranties made in this Agreement shall, except to the
extent otherwise provided herein, survive the execution and delivery of this
Agreement, and shall continue in full force and effect until the Discharge of
Senior Debt has occurred.  Without
limiting the generality of the foregoing, the obligations of each Creditor
under Section 16 shall survive the Discharge of Senior Debt.


SECTION 18.         Benefits of Agreement.  This
Agreement is entered into for the sole protection and benefit of the parties
hereto and their successors and assigns, and no other Person shall be a direct
or indirect beneficiary of, or shall have any direct or indirect cause of
action or -claim in connection with, this Agreement.


SECTION 19.         Binding Effect.  This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
each Creditor, Agent, each Lender and their respective successors and permitted
assigns.


SECTION 20.         GOVERNING LAW.  THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF CALIFORNIA.


SECTION 21.         SUBMISSION TO JURISDICTION.  EACH
CREDITOR HEREBY (i) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF
THE STATE OF CALIFORNIA AND THE FEDERAL COURTS OF THE UNITED STATES SITTING IN
THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, FOR THE PURPOSE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH COURTS, OR AT THE SOLE OPTION OF AGENT, IN ANY OTHER COURT
IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS
SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY
(iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY
OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH
ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING COURTS, AND ANY OBJECTION
ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PERMITTED BY LAW.


SECTION
22.         Entire Agreement; Amendments and Waivers.


(a)           Entire Agreement.  This
Agreement constitutes the entire agreement of each of the Creditors, Agent and
each of the Lenders with respect to the matters set forth herein and supersedes
any prior agreements, commitments, draft, communications, discussions and
understandings, oral or written, with respect thereto.


(b)           Amendments and Waivers.  No
amendment to any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed by each of the Creditors and
Agent; and no waiver of any provision of this Agreement, or consent to any
departure by any Creditor therefrom, shall in any event be effective unless the
same shall be in writing and signed by Agent. 
Any such amendment, waiver, or consent shall be effective only in the
specific instance and for the specific purpose for which given.











SECTION 23.         Conflicts.  In case of any conflict or inconsistency
between any terms of this Agreement, on the one hand, and any documents or
instruments in respect of the Subordinated Debt, on the other hand, then the
terms of this Agreement shall control.


SECTION 24.         Severability. 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under all applicable laws and
regulations.  If, however, any provision
of this Agreement shall be prohibited by or invalid under any such law or
regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed
modified to conform to the minimum requirements of such law or regulation, or,
if for any reason it is not deemed so modified, it shall be ineffective and
invalid only to the extent of such prohibition or invalidity without affecting
the remaining provisions of this Agreement or the validity or effectiveness of
such provision in any other jurisdiction.


SECTION 25.         Interpretation.  This
Agreement is the result of negotiations between, and have been reviewed by the
respective counsel to, the Creditors, Agent and each Lender and is the product
of all parties hereto.  Accordingly, this
Agreement shall not be construed against Agent or any Lender merely because of
their involvement in the preparation hereof.


SECTION 26.         Counterparts; Telefacsimile Execution.  This
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
but one and the same agreement.  Delivery
of an executed counterpart of this Agreement by telefacsimile shall be equally
effective as delivery of an original executed counterpart of this
Agreement.  Any party delivering an
executed counterpart of this Agreement by telefacsimile also shall deliver an
original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and bind effect of this Agreement.


SECTION 27.         Termination of Agreement.  Upon
the Discharge of Senior Debt, this Agreement shall terminate and Agent shall
promptly execute and deliver to each Creditor such documents and instruments as
shall be reasonably necessary to evidence such termination; provided, however,
that the obligations of each Creditor under Section 16 shall survive
such termination.


[Signature pages follow.]











IN WITNESS WHEREOF, the undersigned have executed and
delivered this Agreement as of the date first written above.


	
   

  	
   

  	
  ADVENT SOFTWARE, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  Executive Vice President, Chief Financial Officer and

  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HUB DATA INCORPORATED,

  
	
   

  	
   

  	
  a Massachusetts corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  Chief Financial Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICROEDGE, INC.,

  a New York corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Graham V. Smith

  Chief Financial Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SECOND STREET SECURITIES, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Jeffrey Peterson

  
	
   

  	
   

  	
  Name: Jeffrey Peterson

  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVENT SOFTWARE AS,

  a Denmark corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Name: Graham V. Smith

  Title: Director

  
	
   

  	
   

  	
   

  












 


	
  

  	
   

  	
  ADVENT NORWAY AS,

  a Norway corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Name: Graham V. Smith

  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVENT SWEDEN AB,

  a Sweden corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Stephanie G. DiMarco

  
	
   

  	
   

  	
  Name: Stephanie G. DiMarco

  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVENT NETHERLANDS BV,

  a Netherlands corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Name: Graham V.
  Smith

  Title: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVENT EUROPE LIMITED,

  an England and Wales corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Name: Graham V. Smith

  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADVENT SWITZERLAND S/A,

  a Switzerland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Graham V. Smith

  
	
   

  	
   

  	
  Name: Graham V. Smith

  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation, as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/ Alexander E. Hechler

  
	
   

  	
   

  	
  Alexander E. Hechler

  Vice President